Justice Ponies
by ChaosMagemon
Summary: The Justice League have fought countless creatures from other planets and dimensions. But are they prepared to fight in a world of magic and ponies? With Luthor teaming up with a new enemy the team must join forces with a new team. When two heroic sides and two villainous sides cross paths will the balance of harmony in the land be saved or destroyed?
1. Pony World

**(Here's another one I've been working on combining two of my favorite shows. I hope you enjoy it.)**

Up in the sky somewhere outside Metropolis, Batman was piloting his Batplane, while J'onn was piloting the Javelin, Superman, Diana, Hawk Girl, and Green Lantern were flying with them, and Flash was on ground level following the trail.

Hawk Girl tapped her ear piece and spoke, "Anything?"

Batman spoke up, "I'm picking up high energy traces up ahead. Location is in a old run down power plant."

"Funny, I was about to tell her that." J'onn said.

"You just can't beat him when it comes to getting a signal." Lantern rolled his eyes, while Diana chuckled.

"Come on!" Superman ordered, as they flew further.

Soon they landed before said power plant, where Flash was leaning against a door casually, "Hey, guys. What kept you?"

"Nice to see you didn't barge in ahead of us." Hawk girl said.

"What, and take all the glory? You know I don't like to hog the spotlight," Flash said, only for Batman and Superman to roll their eyes, "What?"

Lantern aimed his ring at the door and projected a large green fist that punched it open. They entered and proceeded with caution. Batman who was leading the way hand motioned them to stop as they looked ahead seeing a door with a crack of light inside. Superman listened closely and heard the sound of something powering up. The man of steel nodded in confirmation as they charged and Hawk Girl swung her mace knocking the door down.

They entered to see Lex Luthor in his battlesuit working on a giant laser like device, "Give it up, Luthor. Game's over!" Superman declared.

Luthor turned around and looked at them casually, "Don't you heroes know how to knock?"

"I did knock." Hawk Girl answered, while holding her powered up weapon.

"I'm going out on a limb and say that equipment doesn't belong to you." Flash spoke up.

"Actually, most of it is," Luthor answered smugly, "Though I admit I had to 'borrow' some of it from other companies."

"You have a very loose definition of the term 'borrow'." Batman stated.

"Touche, but this time you Justice League have met your match!" he went to the chair connected to the ray and maneuvered it to blast the heroes, "Once I blast you, you'll all be warped to parts unknown."

Each of them ran or flew around to avoid the attack. Flash stopped as he saw Luthor press a button located on his right arm. This activated a defense protocol, and some robots walked out of an opening wall and started blasting them to keep them away from the laser.

Diana and Superman using their strength punched through some of them, Lantern used his ring to project a bat and bashed them, Hawk Girl swung her mace to destroy some, J'onn turned intangible while in between two who ended up blasting each other, and Batman used his exploding batarangs to blow them up.

Flash was running around dodging Luthor's laser blasts before spotting a reflective window lying among the pile of bulkhead in the power plant. Getting an idea he stood still, "Hey Lexy, over here!"

Luthor aimed the laser and fired the beam at Flash who quickly picked up the window and bounced the beam back onto the laser, "NO! YOU FOOL, LOOK WHAT YOU'VE DONE!" Luthor bellowed, as the ray was consumed by it's own blast.

The rest of the League looked at Flash knowing he did something he shouldn't have done, "Oops." he shrugged.

The laser started over-generating and was firing bigger beams all around, "We have to get out!" J'onn ordered, as they all tried to get out, but the beams created a portal that started sucking everyone in like a vacuum. Soon the heroes and Luthor were sucked into it screaming, before the power plant exploded with the laser.

* * *

All eight of them flew through a vortex of bright colors, while screaming before hitting the light at the end. Suddenly each members of the league were lying on green grass in some kind of garden. They each groaned before regaining full consciousness. Flash got up and stretched, "Ok, let's agree to never do that again."

"Are you all right?" Lantern asked Hawk Girl.

"I'm ok. You?"

"Still in tact."

"Thank the gods." Diana replied.

"What just happened?" Superman asked.

J'onn spoke up, "When the beam bounced back onto Luthor's machine it was over powered and the feedback released a beam that took us all with it."

"In other words, Luthor's machine succeeded and sent us all somewhere else." Batman concluded.

"Speaking of Lex, where is he?" Lantern looked around.

"More like where are we?" Flash asked, as they saw the garden they were standing in.

They saw many bright and beautiful flowers with statues of equines in poses. Diana walked to some flowers and touched one, "It's beautiful."

"Yeah." Batman replied dryly, as he stood his ground.

"Do you think we're still on earth?" Flash asked.

"I wouldn't be so sure." J'onn answered.

"Hoofs where I can see them!" a voice called, as the seven heroes froze and saw they were surrounded by what looked like pegasi and unicorns wearing armor and helmets, while aiming spears at them.

"Whoa!" Flash gasped, as he held his hands up before realizing what was pointing the spears at them.

"Why do I feel like I'm back in Gorilla City?" Batman asked rhetorically.

"Except this time we're dealing with horses." Flash replied.

"Actually, based on their physiology they appear to be ponies." J'onn corrected him.

"What's the difference?" the speedster asked.

"Silence!" a unicorn guard ordered as he used magic emitting from his horn to jab the spear forward to intimidate him.

"Look, this is all a big mistake. We mean you no harm." Superman tried to reason with them.

"We hear that all the time." a pegasus guard answered.

"Now why are you trespassing in the royal gardens?"

"Royal gardens?" Hawk Girl asked.

"You are standing in the royal gardens of Canterlot castle." A pegasus explained gruffly.

"Canterlot?" Diana asked almost surprised.

"Castle?" Lantern asked, as they looked up and saw the castle they were outside.

"Whoa." Flash gasped.

"If this is a castle then there must be a royal family." Batman deduced.

J'onn pleaded to the guards, "If you'd give us a moment to speak to your ruler we can sort this spectacle out."

The guards looked at each other as if pondering on what to do, before one of them spoke, "Very well. We'll take you to see the princesses."

"Thank you." J'onn answered."

"Princesses?" Flash asked in shock, before smiling, "Sweet."

"However, to ensure you don't double cross us." a unicorn began, as he levitated cuffs and placed them on each of the heroes wrists.

"Hey!" Flash called in protest, only for Batman to nudge him.

"Play along." he whispered, and motioned to the others who could easily break out to do so as well.

"Follow us." a Pegasus guard ordered, as the heroes followed the guards into the castle.

As they walked through the castle, they looked around at the interior décor, with Diana looking fascinated, but also quite puzzled. Batman seeing her spoke up, "What's the matter?"

"It's the name of this city that's got me curious. Canterlot. I feel like I've heard that before from somewhere." she explained.

"Hey, look at those." Flash said, as they saw some stain glass windows with images of more ponies and other creatures portrayed as though they were in battle.

"These windows seem to depict some kind of tales, but I do not know of what." J'onn stated.

"You think this is some other planet?" Hawk Girl asked.

"None I've ever been to." Lantern answered.

The guards then led the group into a throne room, where two thrones were up ahead. Perching on them were two tall equine creatures with wings and a horn. One had a white coat, wavy mane with a mix of colors, a sun image on the flank, a crown on the head, and necklace around the neck. The second was a shorter equine with a dark blue coat with a matching wavy mane, a moon image on the flank, a crown on it's head, and a necklace around the neck.

"You're highness'." One of the guards spoke up.

"Yes, what is it?" the tallest one answered.

"Sorry for the intrusion, but we found these strange creatures in the royal garden."

The two were curious as to what creatures they found, as the shortest one replied, "Bring them to us."

The guard nodded and motioned the other guards to bring the heroes forward. When they reached the throne the guard announced, "Behold their excellencies, Princess Celestia and Princess Luna!"

When the heroes got a look at the two sisters, they each gave off a very surprised look, while Batman did his best to hide his reaction. Diana however was shocked the most at the sight of them, "By Hera!" she gasped.

**(And there you go. Mixing The Justice League and the Ponies of Equestria should bring some laughs and action to boot.)**


	2. Heroes Meet Ponies

**(And here I am with another update, readers. This is where the league meets a group of friends who they could learn a lot from.)**

The heroes looked up at the two majestic looking equines in awe, while Flash spoke to Lantern and Superman, "I know this sounds weird, but for ponies they look gorgeous." the two give him a look.

"Who are all of you?" Luna inquired.

Diana tried to step forth, but was blocked off by two guards crossing their spears, "Princess Celestia, Princess Luna, you have to listen. We mean you no harm. My name is Diana, I am the princess of Themyscira. My mother is Queen Hippolyta."

The two alicorn princesses gasped, as Celestia spoke, "Themyscira?"

"It can't be." Luna gasped.

The other heroes looked confused, as Flash spoke, "Um, am I the only one missing something here?" he looked seeing the others shared his feeling, "Ok, then."

Celestia looked at Diana, seeing a look of honesty in her eyes before motioning to the guards, "Release them."

"Princess?" they asked in shock, as she nodded in confirmation about her choice.

So the guards released the heroes from their cuffs, as Flash spoke to one, "You know we could've gotten out of those at any time. Just so you know." he smiled.

"Diana, you seem to know a good amount of where we are." Batman noted.

"Care to explain it to us?" Hawk Girl suggested.

Diana spoke to her team, "On Themyscira, my mother would tell me and my sisters stories of a magical land ruled by two legendary sibling alicorn princesses. That land was known as Equestria. And the two princesses had the magic to make it day and night. Their names were Celestia and Luna. Though this was just a story to us, apparently it was real." she looked back at the two princesses.

"So you mean to say this whole land we're in is populated by ponies?" Lantern asked, while looking at the princesses and the guards.

"Pretty much, yes." The amazon nodded.

"Terrific." Batman said in deadpan.

"Forgive us, but we ourselves had believed that the island of Themyscira was also a legend to us and our kind." Luna explained.

"I understand." Diana nodded.

"Now then, could you introduce yourselves?" Celestia requested.

"Of course," Diana nodded, and began introducing her team, "This is Batman, Superman, Flash, Hawk Girl, Green Lantern, and J'onn. We're the Justice League."

"Justice League?" Luna raised a brow.

"We're a group of heroes that make the world a safe place." Flash explained, as he was suddenly at the princess' side.

Luna did a double take, seeing he was just beside the group a mere second ago, "What, but when did you?"

"Fastest man alive." Flash explained, as he zipped back to the others.

"Incredible." Celestia gasped.

"Diana did say we were heroes." Hawk Girl reminded the princess.

"We each have a special ability that makes us unique from one another," J'onn explained, "As demonstrated by Flash."

"So you all have powers?" Luna asked.

"Not all of us." Batman answered.

"Bats here may not have power like all of us, but you should see him in action." Flash boasted on his behalf.

"How did all of you end up in our castle's garden?" Celestia wondered.

"It's a long story." Superman answered.

"We have the time." Luna replied, as she and Celestia stepped down from the throne to meet them on eye level.

"Very well." J'onn answered.

"But let's do this in our study over a cup of tea?" Celestia suggested.

"Works for me." Flash answered in approval.

* * *

Meanwhile out in a terrain known as the Badlands, Luthor was stumbling through the land while waiting for his battlesuit to come back online to a hundred percent. He grumbled, "Stupid Flash, redirecting my laser beam. And now I'm stranded in someplace where there seems to be no sign of life or even a payphone for that matter!" he calmed down, "But I suppose if it's any reward, those heroes are no doubt stranded in wherever I am as well." As he walked, he was unaware of some black creatures watching him from atop some rock formations.

Suddenly he started hearing some buzzing sounds like the wings of an insect. He looked around cautiously, before looking up to see a swarm of black creatures that looked like a mix between equines and insects, "What the!" he gasped.

"Seize intruder!" they buzzed, and flew around attacking Luthor.

Luthor was swatting them away, before looking at his battlesuit's power gauge, "89 %, that should be enough." he started firing energy blasts from his palms at the creatures, making them fall to the ground.

Even though more of the swarm kept coming, Luthor wasn't about ready to give up to what he refereed to as freaks of nature. When he saw he knocked all them to the ground, he saw his power gauge dropped to 79%, "Drat. Well, I won't be dealing with these things any time soon."

"What have you done to my subjects!" a female voice bellowed.

Luthor saw a silhouette cover him. He looked and saw flying down before him was a larger female version of the creatures he was fighting with a gnarly horn and larger insect wings, "What the devil!"

The creature landed on the ground glaring at Luthor, "How dare you attack my kind."

"What are you supposed to be?" Luthor inquired.

"I am Chrysalis; Queen of the Changelings."

"Changelings?"

"Correct, and you sir, have made a serious mistake in trespassing into our territory and harming my subjects!"

Luthor scowled, "I was not aware that this area was under your rule."

"Well now you know, and as punishment for harming my kind, I will return the favor!" she started blasting at Luthor with her magic, while he fired back with his own energy blasts. As Luthor continued to defend himself from the onslaught of the Changeling Queen, he noticed his suits power was dropping.

Suddenly Chrysalis tackled him to the ground and stood atop him, pinning his arms to the ground. As Luthor struggled, the queen powered her magic up to her horn and aimed it down at him, "This is what happens when my enemies cross my path."

"Enemies, you have enemies?" Luthor asked curiously.

Chrysalis answered, "I'm a queen, of course I have enemies. Don't you?"

Luthor smirked, "As a matter of fact, yes. Listen, why don't you and I make ourselves a little deal?"

Chrysalis upon hearing his suggestion, powered her magic down a bit, "A deal?"

"Yes, what would you say if I could help you take your enemies down?"

"Oh, please, what makes you think I can trust some hairless ape?"

Luthor continued to reason, "Because I share your pain," Chrysalis gasped, as he continued, "Being defeated right from left, living with the humility, always dangling at the bottom of the chain."

"Enough! You made your point." she powered her magic down, and got off him.

Luthor rose back to his feet, "I feel we have an opportunity upon us. With you and your changelings and my expertise and knowledge on my enemies you can help me in eliminating them. And with my abilities I can help you eliminate your enemies, if you choose to listen."

Chrysalis looked intrigued, "I'm quite taken by your amusing proposition, uh, what was your name?"

"Luthor, Lex Luthor."

"Well Mr. Luthor, you have my undivided attention. Why don't we talk elsewhere?" she suggested.

"Delighted." Luthor smirked, as the two started walking, before Chrysalis looked back to her subjects who recovered from their fight against Luthor.

"You can all rest back at the lair." she said, as her subjects followed her.

* * *

Back in Canterlot, the princesses and the heroes were in the rulers private study having some tea. The group had told the two almost everything from their world and about themselves. Save for Bruce, Clark, and Wally revealing their secret identities. While the princesses have told them many things about themselves and their land.

"These stories you've told us are unbelievable," Luna began, "But if they are true as you say, we are proud to see how much you care for your home that you would risk your very lives to protect it."

"And to you Superman and J'onn, our deepest condolences for the loss of your planets and your families." Celestia added.

"Our greatest thanks for your respect, Princess." Superman answered, as J'onn continued.

"But, though we lost our homes and families, we gained new ones to make us feel welcomed on earth."

"And this Luthor you spoke of was responsible for you all being here?" Luna inquired.

"Partly responsible." Batman replied, as the group eyed Flash.

"Hey, how was I supposed to know this would happen?"

"We wish we knew of a way to send you home." Celestia said.

"Well, we can't go back unless we find Luthor." Hawk Girl replied.

Lantern looked at a map of Equestria hanging on the wall, "And if this land is as big as this shows, he could've wound up anywhere."

"Well, it shouldn't be like he won't be easy to find, right?" Flash stated.

"Still, one man in a land like this won't be easy to track. Especially if we don't have the javelin or most of our tracking equipment." Batman noted.

"I know we all just met, but I think maybe we can help you in locating this Luthor." Celestia said.

"Thanks, but we really shouldn't impose." Superman answered.

"Nonsense," Luna spoke up, "If this Luthor is as dangerous as you make him out to be, he could very well pose a threat in our land as much as yours."

"It would be our humblest pleasure to help you heroes." Celestia confirmed.

The heroes looked to each other, before Batman spoke, "Very well. We don't know how long we could be here, and we still don't know too much about how this world works."

"Not to worry, I know of some special ponies who can help you adapt to Equestria." Celestia smiled.

"Who's that?" Flash asked.

"My former apprentice and her friends. They are the perfect candidates to teach you about Equestria and everything." the Princess of the sun explained.

"We'll need all the help we can get." Hawk Girl admitted.

"When can we meet them?" Lantern asked.

"Actually, they should be arriving here any moment. We originally arranged a visit from them," Celestia explained, as there was a knock at the door, "Come in."

The doors opened, and a guard announced, "Presenting Princess Twilight Sparkle, and friends."

The heroes looked and saw entering were six ponies and one little wingless dragon. They noticed one was an alicorn like the princesses, two were pegasi, one was a unicorn, and the final two were simple earth types.

"Princess Celestia, Princess Luna!" Twilight greeted them, as she and her friends bowed their heads.

"It's good to see you all. And just in time too." Celestia welcomed them.

"What kind of ponies would we be if we were late for a visit with ya, your highness?" Applejack asked.

"Not because of that, Applejack," she corrected her, "We have some additional company today we would like you all to meet."

"Additional company?" Twilight asked in confusion.

"Correct. Ponies and Spike, meet the Justice League." Celestia introduced them, as she and her sister stepped aside to reveal the group.

The six ponies and dragon looked at the heroes in shock, for they didn't look like any creatures familiar to the land of Equestria, "Oh, my stars!" Rarity gasped.

"Whoa." Twilight gasped.

The pegasus Fluttershy trembled, while Pinkie Pie looked at them in wonder. Rainbow Dash's jaw dropped, and Applejack's and Spike's eyes were widened, "Princess, what are they?" Fluttershy asked.

"Their species are known as humans." Celestia explained.

"But what did you call them, the Justice League?" Rainbow Dash asked.

"That is precisely what my sister said," Luna replied, "These beings happen to be heroes from where they're from."

"Heroes?!" the ponies and the dragon gasped.

"That's right. Everypony, meet Batman, Superman, Diana, Flash, Hawk Girl, Green Lantern, and J'onn." Luna introduced them, as some of them waved, while Batman nodded his greeting.

"Now I feel it's time they got to know you," Celestia turned to the heroes, as she introduced her subjects to them, "This is my former apprentice and now fellow Princess, Twilight Sparkle; the Princess of Friendship."

"Nice to meet you all." Twilight bowed her head in respect.

Celestia continued to introduce the other ponies, "Applejack, the pony of honesty."

"Howdy, yall."

"Rainbow Dash, the loyalest pony you'll ever know."

"And fastest flier in Equestria." she boasted.

"Fastest flier, huh?" Flash asked, "Well, I just happen to be the fastest runner where I'm from." he boasted back, while the other league members rolled their eyes.

"Oh, really?" Rainbow Dash asked with a hint of bitterness, before she flew up to him, "Maybe we should have a contest to see who's the fastest."

"Sweetie, anytime anywhere." Flash retorted.

"Knock it off." Lantern broke them up, and Rainbow went.

Celestia continued on, "Pinkie Pie, the pony of laughter."

Pinkie started bouncing around them, "Hiya, wow you look so cool! I've never seen others like you before. Nice costumes. Say do any of you like parties? Because I love throwing parties. Maybe I can throw one for all of you." she offered and began listing off things they could have and do there, while Batman thought.

'Even Joker wouldn't be able to stand this one.'

"This one sounds fun." Flash said to J'onn.

"Obviously."

Hawk Girl whispered to Lantern, "And I thought Flash had a running mouth."

"Guess we were wrong." he replied.

Twilight levitated Pinkie over to her, "That's enough, Pinkie."

"Rarity, the pony of generosity." Celestia continued.

"And absolute pleasure, sirs and madame's," Rarity began, as she trotted up to them and looked at Diana, "My stars, darling. You are positively beautiful."

"Got that right." Flash nodded, while Diana felt a bit embarrassed.

Rarity then being the fashionista she was started inspecting their outfits, "Mr. Batman, such a dark ensemble, it must obviously reflect your personality."

"You have no idea." Superman answered for Batman.

Rarity looked to Superman, "And you, sir, have such a marvelous mix of blue and red, and this cape is a marvelous touch to it."

"Why, thank you."

She trotted to Green Lantern, and noticed his ring, "What a fascinating accessory."

"It ain't no ordinary accessory." Lantern replied.

Rarity looked at Hawk Girl, "What a very charming battle garment. Based off your style you must come from someplace where war is a daily thing."

"It is."

She looked to Flash, "A very marvelous choice in red, Mr. Flash."

"How about that, Mr. Flash? I hardly get called that." he said to the league.

She then looked to J'onn, "While I'm not exactly very fond of green, you Mr. J'onn, are a very fabulous shade of it."

"I thank you." J'onn replied.

"Fluttershy, the kindest of all ponies." Celestia introduced her.

Fluttershy looked a bit timid, as she lightly waved her hoof, "Hello." she said softly.

"It's ok, you don't have to fear us." Diana assured her, as the pegasus smiled feeling a comforting aura around the Amazonian.

"And Spike." Celestia finished.

"Hi." Spike greeted them.

"Hey, a dragon!" Flash beamed.

"And I thought Batman was the detective." J'onn said dryly.

"Princess, how did they become unexpected company?" Twilight asked.

"Well, it's because through a quarrel with an enemy of theirs they wounded up being transported to our world."

"Whoa nelly." Applejack gasped.

"Lucky for us, Diana here knows about our kind, because where she is from our land is a myth." Luna added.

"And where are you from?" Twilight asked Diana, only for Celestia to answer.

"She comes from the land of Themyscira."

"Themyscira?" Twilight gasped in shock.

"Themy-what-now?" Applejack asked in confusion.

"Themyscira, Applejack," she corrected her country friend, "It is said to be an island that's home to hundreds of powerful fierce female warriors known as Amazons."

"Sounds like an awesome place." Rainbow admitted.

"Yes, but it's been only regarded as a myth in Pony History." Twilight reminded her

"Same said for you land on my island." Diana replied.

"We're looking to find a way to get home, but before that we have to find the enemy we were after who also got transported to this world, but wound up elsewhere." Hawk Girl explained.

"Oh, dear." Fluttershy gasped.

"We were hoping for the time being, the seven of you would show them the ways of Equestria, during their stay." Celestia requested.

"Of course," Twilight began, "We'd be more than happy to help them out. Right, girls?" the girls and Spike nodded in agreement.

"Thank you." Superman thanked them.

"Why don't we take them to Ponyville and show them around, Twi?" Applejack suggested.

"Great idea, Applejack. How about it?" she asked the heroes.

"Beats doing nothing." Flash replied.

"It would be best to get to know more of the land." Batman agreed.

"Then we should join them." J'onn concluded.

"All right, let's go!" Pinkie beamed, as she started bouncing away, and the other showed the heroes off.

* * *

Back in the Badlands, inside a cave Luthor was standing before Chrysalis, as the queen spoke, "Your proposition is most amusing, Mr. Luthor."

"Please, call me Lex."

"Right, Lex. If we combine our powers and knowledge we could put an end to both your Justice League, and the elements of harmony as well."

"Then you agree to my deal?" Lex wondered.

"I do, but I feel we should have some additional support." the queen replied.

"What do you have in mind?"

"Ever since my latest scheme failed I did a study up on all the elements of harmony and those around them. I've discovered that I'm not their only enemy. But they have others as well." she used her magic to project screens showing past events involving the girls, and even Spike. Such events included Rainbow Dash's falling out with Gilda the Griffin and Lightning Dust, Applejack and her family competing against Flim and Flam, Rarity being used by the Diamond Dogs and being tricked and lied to by Suri Polomare, even Spike being bullied and nearly attacked by Garble and his dragon buddies.

Luthor was surprised to see the ponies Chrysalis told him about, as well as the other creatures that antagonized them. He smirked, as she continued, "I feel this group of candidates would make fine additions. With the right motivation of course."

"And I can handle that motivation," Luthor answered, "After all one can do anything for you when properly motivated. Just tell me all the details about these subjects and let me do the rest."

"Well then, Lex, it's a deal." Chrysalis extended her hoof, and Luthor shook it before responding.

"Deal, partner."

**(And there you go. The members of the League have befriended the Mane Six, while Luthor has found himself a new partner in this world. Will the league be prepared to face him and his new Changeling allie? Stay tuned for next time as the heroes explore the town of Ponyville.)**


	3. A Party and Equestria Injustice League

**(And here I am with another installment for you. Hope you're ready to see the heroes in a town that's about as peaceful as they come on a daily basis.)**

On a train bound for Ponyville, Twilight and her friends were on the train with the Justice League. As the members waited to arrive at their destination, the girls tried to get to know them a bit more, "So you're the only ones left of your kind?" Rainbow asked Clark and J'onn.

"That's right," Superman nodded, "Krypton was destroyed and I was sent off as my planets last hope for survival."

"And as a baby too?" Fluttershy gasped, as the man of steel nodded.

"I lost all of my kind as well as my family." J'onn added.

Fluttershy embraced the two, much to their confusion, "Oh, you poor things. I can't imagine anything worse than losing your home and family."

The two felt awkward, but Superman spoke, "It is quite all right. We may have lost our homes, but when we came to earth we made new lives for ourselves, friends, and family alike."

"Yes, though they will never replace my old family I would gladly do anything for them." J'onn added.

Applejack and Rarity were talking to the two female members of the league, "So your world is a war like place?" Applejack asked Hawk Girl.

"Yes, you might say war is like a daily thing."

"Gracious me, I don't think I could ever stand to live in a place where war is daily." Rarity gasped.

"When you're raised in such a place, you get used to it."

"And Diana, there are no males on your island?" Rarity asked the princess.

"No. Men are forbidden from setting foot on Themyscira. Although my friends came there to help me, they still had to leave. And so did I." she sighed, until the two ponies comforted her, and she smiled.

Flash was conversing with Pinkie and Spike, "And that's when I put out the fire before the firemen could get off the truck." the speedster boasted.

"Wow, that's so fast!" Pinkie beamed.

"Fastest man alive." Flash replied.

"Amazing, you guys remind me of the Power Ponies." Spike gasped.

Flash did a double take, "The what?"

"The Power Ponies, my favorite comic book hero series. In fact your powers are just like Fili-Second." Spike explained.

"Fili-Second?" Flash raised a brow.

Twilight was talking with Batman and Lantern, "So this Green lantern corp controlled by the guardians of the universe protects all of the galaxy?" she asked John.

"That's right. In every sector of the galaxy there's a green lantern in charge of keeping it safe." Lantern explained.

"That's just amazing," she turned to the dark knight, "And this city you live in Gotham is plagued by crime?"

"All day long. It's ridden with so many crooks you can barely go outside during the daytime without being careful." Batman explained.

"Sounds like a dangerous place to live." the princess gasped.

"It is, but someone's gotta keep the streets clean."

They heard the train whistle, as Twilight spoke, "We're here."

The group got off the train, and the ponies and Spike led them away from the station before they were in Ponyville Square, "Welcome Justice League, to Ponyville." Twilight welcomed them.

They heroes looked around seeing multiple colored equines with different styled manes, tails, and images on their flanks, "This place sure looks peaceful." Flash said, as he saw the whole town looked happy.

"I've never seen a world so peaceful in my life." Lantern added.

"Neither have I," Batman put in, "Makes me feel uneasy."

"You should relax, you're in a world where crime isn't a daily thing." Diana encouraged him.

"That's what makes it uneasy." he replied.

"Boy, you really got quite an outlook on life." Rainbow said.

"Come on, we got a tour to give ya!" Pinkie said, as she bounced off with the others following her.

* * *

As the heroes followed the ponies through town, each of them was taking in the sight of the town and all the residents, "Hey, Twilight, can I ask you something?" Flash asked.

"Sure, Flash."

"Why do all you ponies have different marks on your flanks?"

"Those are our cutie marks." she giggled.

"Come again?" Hawk Girl asked.

"Cutie marks," the princess repeated, "They represent a pony's natural talent. We earn them when we discover what our special talent is."

"Wow, I wonder what my cutie mark would be if I had one?" Flash wondered.

"It's a mystery." Hawk Girl said sarcastically, while tapping the insignia on Flash's suit.

Lantern looked over and saw three fillies up on a tree branch with a hang glider, "What're they doing?"

The ponies looked up and gasped at the three fillies who they knew as the Cutie Mark Crusaders. Applejack, Rarity, and Rainbow galloped over to the tree, "Applebloom, you get down from there!" Applejack ordered.

"Sweetie Belle, as your older sister I demand you come down this instant!" Rarity ordered.

"Scootaloo, I'm all for extreme stunts, but this is isn't right for you!" Rainbow ordered her little fan.

"But we're just about to earn our cutie marks in hang gliding." Scootaloo explained.

"If ya don't come down right now you'll be earning your cutie marks in injuries!" Applejack called from down below.

"Maybe Applejack's right," Applebloom began, "Maybe we should forget this one."

Before her two friends could think, a wind caught the glider and pulled the three off the branch and was gliding around in the air. The three fillies clung to it while screaming for their lives. The group down below gasped, as Diana quickly flew into the air and snatched the panicking fillies from the hang glider.

"I got you, little sisters."

"But you're not our sister." Sweetie Belle said, as the three were confused as to who Diana was.

Diana touched back down, and placed the three safely on their hoofs. Applejack and Rarity ran to their little sisters and smothered them in worry, while Rainbow went to Scootaloo, "Applebloom, never do anything like that again." Applejack scolded her sister.

"That goes for you too, Sweetie Belle." Rarity told her sister.

"And you." Rainbow said to Scootaloo.

"We're sorry." they apologized.

"Thank you so much, Diana." Rarity thanked her.

"Always glad to help." she nodded.

The three fillies approached her, "Thanks for saving us, Miss." Applebloom thanked her.

"Yeah, you were awesome," Scootaloo added, before clearing her throat, "I mean not as awesome as Rainbow Dash, but still awesome."

"My pleasure, but next time listen to your older sisters." she lectured them.

"Right." they nodded.

When they saw the rest of the tall figures Sweetie Belle gasped, "Who're all of you?"

"We're the Justice League." J'onn answered.

"Justice League?" Applebloom asked, as the three fillies were curious.

"They're superheroes." Spike cleared it up.

"Heroes?" they gasped.

"That's right." Flash nodded.

"Wow!" Scootaloo gasped, as the three checked them out.

"So who're these three?" Hawk Girl asked.

"This is Applebloom; Applejack's sister, Sweetie Belle; Rarity's sister, and Scootaloo," Twilight introduced them, "Girls, meet Batman, Superman, Flash, Green Lantern, Diana, J'onn, and Hawk Girl."

"Howdy, yall." Applebloom greeted them.

"Why in Themyscira were you three doing up there in the first place?" Diana asked.

"We were hoping to earn our cutie marks in hang gliding." Scootaloo explained.

"But that one was a failure." Sweetie Belle said.

"I'm lost." Flash said.

"You see they formed their own team called the Cutie Mark Crusaders." Fluttershy explained.

"Cutie Mark Crusaders?" Hawk Girl asked.

"That's right," Applebloom nodded, "It's our objective to find our true talents and earn our cutie marks."

"Aren't they supposed to come naturally?" Superman asked.

"That's what we try to tell them." Twilight sighed.

"Well, forget hang gliding, we'll just find another way," Scootaloo said, "Come on Crusaders!" she jumped on her scooter, and her friend got into the wagon connected to it. Scootaloo flapped her wings and they took off.

"Cute bunch of kids." Flash stated.

"Yeah, they're always full of energy." Applejack smiled.

"Well, come on, there's a lot more to show you!" Pinkie called, as they continued onward.

As the heroes saw more of the town, the ponies were watching them pass by and unable to take their eyes off them, "Don't ya just hate it when others look at you like you got two heads or something?" Flash asked the league.

"Remember, in this world we're the aliens." Batman reminded him.

"Yeah, but other planet's inhabitants didn't look at us like that as much," the speedster said, while ignoring a pony with an agape jaw. Suddenly he noticed a mint coated unicorn looking at them with a blush on her face with her hooves covering her mouth in surprise as she looked down at their appendages, "Weird." he said to himself, before following his team.

They stopped in front of a castle that looked like a tree, "What's this place?" Superman asked, as he and the league looked up.

"This is where me and Spike live. I am a Princess after all." Twilight reminded her.

"Nice." Flash smiled.

"Of course, it's not just her castle," Rainbow spoke up, "We all use it as our new meeting place."

"Plus it's also become the new library." Spike finished.

"Princess Celestia feels this would be a better place for you all to remain for the time being." Twilight explained.

"Why not in Canterlot's castle?" Lantern asked.

"Because if you were there you wouldn't be so close to us." Pinkie mentioned.

"She's got a point." Applejack noted.

The league looked at each other, before Batman spoke, "All right, we'll remain here in Twilight's castle during our stay."

The ponies and Spike cheered, until Pinkie gasped, "Oh, I better get to work! Girls, bring them by Sugarcube Corner in five." she zipped off.

"Now where's she off to?" Superman asked.

"Oh, you'll find out soon." Rainbow said, as the girls smiled.

"But now let's give you a tour of the castle." Twilight offered, as they went inside.

* * *

Meanwhile out in the Bad Lands in front of the Changeling cave, three teenage dragons landed as the ring leader Garble spoke to his boys, "Well Glut, Rad, this is it."

"Kind of a bizarre place for a meeting." the big dragon known as Glut said.

"Who cares, as long as we get our gems, right?" Rad the purple dragon asked.

"Your gems?!" a voice called out.

The three dragons looked and saw the Diamond dog trio Rover, Fido, and Spot, "Ugh, who invited the mutt brigade?" Garble asked rudely.

"Who're you calling mutt?!" Fido barked, as Spot and Rover growled.

"Why're you Diamond Dogs here?" Rad asked.

"We were invited here by somepony who offered us gems." Rover answered.

"Well get in line, because we're getting our gems first!" Garble argued.

"Bite me!" Rover barked, as the two leaders of their packs were about to duke it out, until a female voice spoke up.

"Look at you acting like babies, it's so lame!" they looked up and saw touching down was Gilda the Griffon and a Pegasus by the name of Lightning Dust.

"Who're you calling babies?!" Spot barked.

"In fact, who're you?" Glut asked.

"Name's Gilda, and this is my partner in crime, Lightning Dust."

"Sup?" the pegasus greeted them.

"Oh great, a namby pamby pony. I never wanted to see any of those again in my life." Garble grumbled, only for Lightning Dust to fly into his face.

"Who're you calling namby pamby, scaley?!"

"Well, what's this we have here?" a joyous voice asked.

The group looked and saw Flim and Flam the con artist unicorn brothers, "Looks like some potential customers, brother." Flam told his brother.

Flim slid into Gilda, "Miss, would you be interested in purchasing some of our latest feather cream? Guarantee to make your feather shine brightly than the sun."

Gilda raised her talon and showed him her sharp claws, "Come any closer and I'll claw your eyes out."

"Those disgusting things look like they could use a lot of filing." Another female voice said, as they saw Suri Polomare approaching.

"Now what're all of you doing here?" Garble asked them.

"Lightning Dust and I are here, because the one who invited said he needed to expert fliers." Gilda answered.

"My brother and I are here about a business opportunity." Flim explained.

"And I'm here about a partnership of my own." Suri added.

Lightning Dust looked at them all, "You don't think this is some set up, do you?"

"It's not a set up," a voice said, grabbing their attention. They looked into the cave as a Changeling flew out, "My queen and her partner will see you all now." The group were curious, and despite their reluctance decided to follow the Changeling into the cave.

The Changeling showed them into a meeting area with a circular stone table set up, and just the right amount of chairs for each of them. Appearing on the scene was Chrysalis and Luthor, "Who is that?" Rover gasped.

"That's the Changeling Queen." Suri gasped.

"Changeling Queen?" Gilda asked, as Lightning Dust answered.

"She was the one who tried to take over Canterlot during the royal wedding of Shining Armor and Princess Cadence."

"Correct, nice to see you all accepted the invitations," Chrysalis smiled, "Allow me to introduce to you all my partner, Lex Luthor."

"Welcome, ponies, dragons, dogs, and griffons. Take a seat," Luthor instructed as they did so, "Now then, Chrysalis and I have invited you all here because you share a common enemy. Six specific ponies who humiliated you, betrayed you, left you with nothing!"

"How do you know that?" Rover wondered.

"My partner has shared with me some of your very experiences which she's gathered courtesy of her Changelings."

"Yeah, you know about us. So what?" Gilda asked impatiently.

"I come bearing an opportunity for you all."

"Ooh, an opportunity?" Flam asked with interest.

"My brother and I are all ears." Flim added, as Luthor smirked.

"You all have your own fields of expertise, but what are you alone? Mere common folk of your own species, but together you can be much more." the business man continued.

"What're you suggesting?" Suri inquired.

"A partnership." Luthor answered.

"Partnership?" the Diamond Dogs asked.

Chrysalis spoke up, "Correct. Together with all our strengths and abilities combined we can terminate those six fools who made a mockery out of us."

"And I shall help you, provided you help me in conquering some of my own enemies." Luthor noted.

"My services don't come cheap." Suri said.

"Same with us." Flim added on behalf of him and his brother.

"We promise you will all be rewarded handsomely." Chrysalis assured them.

"We wish to be paid in gems!" Rover barked.

"And so you shall, should you agree to our alliance." Luthor tempted him.

Each of them started pondering on what to do, while remembering how their reputations were tarnished, friendships betrayed, and outright humiliated, all because of one or more of the six ponies representing the elements of harmony.

Garble was the first to speak up, "My boys and I will go along with this plan of yours." Glut and Rad nodded in confirmation.

"Excellent. And the rest of you?" Luthor asked the others.

"To get back at Rainbow Dash for getting me kicked out of the academy, I'm all for it." Lightning Dust answered.

"Same here." Gilda agreed.

"A very amusing proposition, Mr. Luthor." Flam admitted as his brother agreed.

"So long as we get our gems, we'll help too." Rover said on behalf of his friends.

"And so will I." Suri finished.

"Perfect," Luthor said, as he and Chrysalis took their own seats at the table, "Well then partners, we got work to do." he smirked with the Queen.

* * *

Back in Ponyville, the group were escorting the heroes to Sugarcube Corner. They looked at the place as Flash spoke to the girls, "Uh, there's not some evil witch in there who's gonna stuff us full of food and cook us for dinner is there?"

"Now where in the wide world of Equestria would you get an idea like that?" Rarity asked.

"Never mind." Flash replied, as they walked in only to meet with the sound of party horns and noisemakers.

Confetti and streamers fell onto the heroes as they saw the place was packed with ponies they saw in the town, and hanging from the ceiling was a banner reading, 'Welcome to Ponyville, Heroes'. Pinkie slid over and blew into a noisemaker, "Surprise!"

"Do I even want to know?" Batman asked.

"Don't worry, Batman. It's just a welcome party." Twilight said.

"A welcome party?" Hawk Girl asked.

"Pinkie always throws a welcome party for someone new in Ponyville." Rainbow explained.

"And when she throws a party, she really throws it." Applejack put in.

"And you did this all for us?" J'onn inquired out of the pink pony.

"Well duh. It's not everyday we have heroes in Ponyville."

"Unless you count us." Rainbow boasted, as she stood next to her friends.

"Well come on yall, let's party!" Applejack declared, as the heroes decided to join in.

Each of the heroes were enjoying it in their own way, like Flash who was enjoying some party games with Pinkie, Spike, and Rainbow. Lantern was using his ring to make balloon animals which the kids were amazed at, and J'onn decided to use his shape shifting ability to take on various forms from certain ponies to animals. Diana was talking with Lotus Blossom and Aloe the spa ponies who were wanting to know the secret of her beauty. Hawk Girl was trying to shake off the colts pestering her with questions, and Batman was sitting at a table, until Superman approached.

"No rest for the weary, huh?" Clark asked, as he sat down and offered a cup of punch to Batman, "Here, thought you could use it."

Batman accepted it without a word, as Superman continued, "Gee, Bruce, you'd think you'd be able to take it easy even in a place like this."

"How can you knowing that Luthor's out there somewhere?" Batman wondered.

"I haven't forgotten about him, but until we find any trace of him I'm using whatever time we have to calm my nerves. You could try the same." he sat up and walked back to join the crowd.

Batman pondered on what his ally said, before getting up and decided to join the rest of the party for the sake of the pony girls who have been so accommodating to him and the rest of the league.

**(And that's the chapter. The league is now staying in Ponyville for the time, and Luthor has put together a new type of Injustice League. Will they be prepared to face such dangers? Find out next time.)**


	4. A League of Changelings

**(And here we are again with another installment. Here the ponies get to see the League in action. Enjoy.)**

When the sun rose across the land of Equestria, everypony was getting up to start a new day. At Twilight's castle, each member of the Justice League was given their own temporary bedroom during their stay in Equestria.

In Batman's room, the vigilante was sleeping until Spike entered and spoke up, "Uh, Batman, it's morning."

Batman woke up and sat up in bed before looking at the young drake, "Thank you, Spike."

"Wow. From the way Flash and Superman talk about you, I thought you'd wake up cranky or something." Spike said in surprise.

"Flash tends to exaggerate the most," Batman answered, as he got out of bed, "Besides. I'm used to having someone wake me up in the morning."

"You are?" Spike asked, "Well, that's cool I guess. Come on, everypony's having breakfast." Spike said, as the two walked.

When the two entered the dining hall, they saw Twilight, and each of the league members sitting down having a bowl of oatmeal. Flash seeing Batman spoke up, "Hey, Bats! Come on and try this oatmeal Spike made. It's good."

"Delicious." Diana agreed.

Batman took a seat as Spike gave him a bowl. Twilight spoke up, "We were just talking about how to find more traces of Luthor in Equestria."

"Assuming he hasn't already been claimed by the many creatures that inhabit this land." Hawk Girl said.

"Don't count Lex out just yet," Superman warned her, "Knowing him he's found some way to take cover and survive."

"And with that suit of his you can already imagine the kind of harm he can bring to this worlds inhabitants." Batman added.

"Well the princess still has guards all over Equestria trying to find a hint of what you described him as." Twilight assured him.

"Perhaps we should also do a routine check of this land?" Lantern suggested.

"Go around all of Equestria? I'd be up for that." Flash answered.

"It would be wise to further get the lay of the land." J'onn admitted.

"And my friends and I can help you with that." Twilight offered.

"We really appreciate what you're doing for us, Twilight." Diana smiled.

"What're friends for after all?" she asked.

"Friends?" Flash asked.

"Yeah, I'd like to think of you guys as my friends, as does Spike and the rest of the girls."

"Yeah. Pinkie would normally say you can never have too many friends." Spike said.

Pinkie suddenly popped up between Lantern and Superman, "You took the words right out of my mouth, Spike."

"Pinkie, when did you get here?" Superman asked.

"Just now." she grinned.

"I didn't even sense you enter the castle." J'onn said in shock.

"That's Pinkie for you." Twilight said with a roll of her eyes.

"So you're all planning to tour Equestria? This is great, I gotta tell the girls. I'm sure they'll want to come along!" Pinkie zipped off.

"And there she goes." Spike said.

"You really have strange friends, Twilight." Batman said.

"They all have their unique quirks," She nodded, "But that's what makes them special." she smiled.

* * *

Meanwhile in the Badlands inside the cave of the Changelings, Chrysalis, Luthor, and his new assembled gang were at their meeting table.

Garble spoke up, "So what do we do first, Luthor?"

"First we need to find the location of the Justice League." he explained.

"And how long will that take?" Gilda asked in boredom.

"Patience," Chrysalis ordered, "My Changelings are already scouring all of Equestria to find them."

"How hard could finding them be if they're anything like Luthor?" Fido asked the group.

"Do not underestimate the league," Luthor spoke up in warning, "Finding them is just as difficult as finding a needle in a haystack."

"When ya put it that way we could be here for days." Lightning Dust grumbled, as she sat in her seat while looking bored as Gilda.

"I don't care how long it takes. I will find the Justice League and make them pay!" Luthor slammed his fists the on table startling Suri and the Diamond Dogs.

Suddenly a Changeling flew in and spoke, "Your excellency. I bring news."

"Speak." Chrysalis permitted him.

"I've located the ones Luthor called the Justice League."

Luthor did a double take and asked, "You have?"

"Yes, but I'm afraid there is a problem."

"How so?" Luthor crossed his arms not liking additional news with the word 'problem' in it.

"They are not alone."

"What do you mean not alone?" Suri asked, annoyed by the vagueness.

"They have others with them. And not just others. The same ponies who partook in ruining our plan to take over Canterlot."

Chrysalis's eyes widened and a frown formed on her face, "What?!"

Luthor eyed her, "Judging by your reaction, I assume your minion just spoke of the enemies you told me about?"

Chrysalis answered, "Yes. Twilight Sparkle and those five friends of hers. If it weren't for her blowing my cover my plan would've been perfect."

Luthor smirked, "Well, now's your chance to get even."

Chrysalis returned a smirk, until Gilda stood up, "Finally we can get in on some action."

"Not so fast," Chrysalis interrupted her, "The last thing we want to suddenly do is give them the hint that we're all in an alliance."

"Chrysalis is right," Luthor nodded, "For now we will strike at them in pairs. Starting with Chrysalis and her Changelings."

"Oh, damn." Garble grumbled, as he sat back in his seat, with Gilda looking equally irritated.

Chrysalis stood up, "I'll take my army and do away with this Justice League."

"Be careful, Chrysalis. Underestimate your opponents and they'll bite you hard." Luthor warned her.

"Duly noted." she answered, before flying off to round up her army.

* * *

Back with the heroes, they were flying above a forest in the sky, with Lantern using his ring power to allow Batman, Flash, Spike, Pinkie, Rarity, and Applejack to fly at his side. Pinkie glided around in excitement, "Ooh, this is so exciting!" she did a loop in the air.

"Try and focus, Pinkie Pie." Twilight said, as she flew besides Rainbow Dash who was helping Fluttershy who was panicking from stepping outside her flying comfort zone.

"From up here the land looks even bigger." Flash said, while looking down.

"And just as beautiful the way mother described it." Diana added in nostalgia.

"I'm really uncomfortable with being up this high!" Fluttershy cried, as Rainbow held her close.

"Lighten up, Fluttershy. It's not like something's gonna happen to us up here." Rainbow assured her.

J'onn suddenly froze, which Rarity noticed, "Is J'onn ok?"

"He's sensing something." Batman answered.

"I wonder what." Spike wondered.

J'onn's eyes opened in shock, "Ambush approaching!" he shouted.

Suddenly they were being bombarded with green magic blasts. Lantern was maneuvering around, while trying to keep his flightless friends from falling. Pinkie's face was looking green, "I don't feel so good."

"Who's firing on us?" Diana asked, as she used her bracelets to deflect the blasts.

"Look!" Twilight gasped, as they saw the Changelings.

"What are they?" Hawk Girl asked.

"Changelings," Twilight answered, "They can take the form of another and have the power to feed off love."

"And they didn't come alone!" Spike gasped as he pointed above them.

They saw Chrysalis fly into their sight, "Well, hello, girls. It's been a long time."

"Who is that?" Superman asked.

"Chrysalis; the Changeling Queen." Twilight introduced them while frowning at the queen for what she did to them during the wedding.

"Delighted." Chrysalis chuckled.

Flash looked ready to chuck from the sight of her, "Sweetie, no offense, but you're as ugly as ugly can get."

"Ooh, and what have we here? These don't look like any types of creature's I've seen before." the queen played ignorant.

"They're not your concern." Rainbow answered, with a scowl.

"What're you doing here anyway?" Twilight demanded.

"My changelings and I were just out on a daily feed. We need our own type of nourishment, you know?"Chrysalis snickered.

"Yeah, and your nourishment is something we nice folk treasure." Applejack stated.

"You regard love as merely an appetizer." Rarity added with a frown.

"Let's not get into a debacle over something like love," Chrysalis said dryly, "Instead let's get into a debacle of revenge! Attack!" the Changelings flew in for the attack.

"Scatter!" Superman called, as the fliers split up, with Lantern still trying to hang onto the others.

"Lantern, keep them safe!" Hawk Girl ordered, and he nodded.

Twilight used her magic to blast at some Changelings flying her way, while Rarity did so as well. Rainbow Dash hating to abandon Fluttershy flew around to confuse some of the Changelings. When the insect pony creatures started flying for the Justice League, they attacked in their own way. Superman punched Changeling after Changeling that was trying to attack him.

Diana was dodging some incoming Changelings before two grabbed her by the arms, "Let go!" she ordered as she clonked their heads together to distort them.

Hawk Girl charged up her mace before swinging it at some of the Changelings, shocking them. As Lantern was doing his best to keep his friends safe, Flash spoke up, "Hey, G.L! Put me up front!" Lantern abiding by his request levitated him up front as some Changelings were closing in on them, "How about a blow dry, guys?" Flash held his arms out and spun them around creating hurricane funnels that blew the creatures back.

"Now that's cool!" Pinkie cheered.

"Way to go there, Flash." Applejack congratulated him.

"Thanks." Flash smiled while waving, as Batman pinched the bridge of his nose through his mask while sighing.

The Changelings started glowing before assuming either the forms of Twilight, Rainbow Dash, Fluttershy, Diana, Hawk Girl, J'onn, and Superman, "Oh, boy." Superman gasped.

The disguised Changelings started attacking them again, but the ones they were disguised as fought the real ones, making Lantern, Batman, Flash, and Spike, and the other ponies confused, "Oh, great. How do we help them now?" Flash asked.

"J'onn, read their minds and determine which of them are fakes!" Lantern called.

J'onn who was escaping the gang up from the disguised Changelings, concentrated before gasping, "I cannot read their minds."

"What?" Diana asked, as she knocked one of the Changelings disguised as her away.

"Something is blocking my telepathy." J'onn explained.

Chrysalis smirked and thought, 'Yes, just as Luthor said. The martian can read the minds of others. But thanks to this mind blocking spell I've cast on myself and my subjects he cannot determine which are his friends or my Changelings.'

Flash spoke to Batman, "Ok, if J'onn's mind reading can't work what do we do now?"

"We improvise." Batman answered, as he pulled out a beeping batarang and threw it towards some of the Hawk Girls.

It released an electric shock that shocked them all forcing all the Changeling ones to return to their regular form. Hawk Girl looked over to Batman, "Hey!"

Applejack was surprised at Batman's tactic, "Now that was harsh, don'tcha think?"

"Only way to determine which was the real one." Batman answered bluntly.

"But..." Applejack was cut off by Flash.

"Trust me, Bats may not always use safe ways, but they work out in the end."

Superman seeing all the Hawk Girl Changelings were exposed knew of a way to show them he was the real one, "They may copy my looks, but they can't copy my powers." He used his X-ray vision to see deep into the bodies of all his friends, and saw the internal organs were different for all but one of each of the Changelings disguised as his teammates. He used his heat vision to defeat the Changelings that were disguised as him. He flew in and attacked all the fake Diana's and the fake J'onn's.

The real Diana and J'onn flew to Superman's side, as they saw Twilight, Rainbow Dash, and Fluttershy trying to fend off against the Changeling's disguised as themselves, "Can you determine which of them are the real ones?" Diana asked the Kryptonian hopefully.

"I'd be a long shot." Superman answered, knowing the physiology between the Ponies and Changelings may be harder to differentiate, especially their innards.

"Wait!" J'onn halted them, "If I can't read the minds of the Changelings. I'll have to read the minds of the real ones." he concentrated and could hear the thoughts of the real Twilight, Rainbow Dash, and Fluttershy, "I found them!" he flew in and grabbed the real three.

"Hey, what're you doing, we're the real ones!" Rainbow struggled.

"Yes, and that's why I'm taking you from this crowd." J'onn answered, as Twilight realized it.

"Good thinking, J'onn."

Rainbow who suddenly got it smirked, "Awesome!"

Diana and Superman attacked the fake versions, while Chrysalis watched in shock, "No! This can't be!"

"We have to get out of here now." Batman spoke up.

"We're running away?" Rainbow asked in shock, "Forget it, I'm not a coward."

Flash spoke, "Call it a tactical retreat."

Batman threw another batarang that released a blinding light on the Changelings and Chrysalis, "My eyes!" The queen cried, while shielding them.

When the light dimmed down, they all looked around seeing no sign of the league or the ponies and Spike, "They're gone!" a Changeling gasped.

"What now?" another asked the Queen.

Chrysalis grunted, "Let's go back for now." they flew off.

* * *

Down on the ground, the heroes were in the forest catching their breath, as Twilight spoke, "That was too close. Thanks, Batman."

Batman nodded, "I can't help but feel this attack wasn't merely a coincidence."

"What do you mean?" Rarity asked.

"Those Changelings new a majority about us even though they acted like this was their first time meeting us." he explained.

"I agree with Batman," J'onn spoke up, "I could not read the Changeling's minds. I may be unfamiliar with their species, but there really couldn't be any reason their minds were blocked off from my telepathy like that."

Twilight taking all this in spoke, "I got a feeling you're both right. I've studied up on Changelings and the only way they could have their minds blocked off from mind reading as if they cast a mind blocking spell on themselves."

"So they did know J'onn was capable of reading minds." Hawk Girl said.

Flash crossed his arms and spoke rhetorically, "Huh, and how could they possibly know one of us could read minds?"

"Somepony must've tipped them off." Applejack said suspiciously.

"Or someone..." Superman corrected her, while feeling suspicious himself.

"Luthor." Diana finished.

"So does this mean your enemy is in link with Chrysalis?" Fluttershy asked the League in worry.

"It's our best guess." Hawk Girl answered.

"Well, at least we know Luthor really is here in Equestria." Flash said.

"Yes, but still we don't know where to find him. And I couldn't read the Changeling's minds to find out where they dwell." J'onn noted.

"Basically we still have no lead." Batman concluded.

"Don't fret, because we're still gonna help ya in finding this Luthor." Applejack assured them.

"A.J's right. Now that we know he has accomplices which are others we know, this'll make for some lead." Twilight added.

"Yeah. Next time we see those Changeling's we'll interrogate them into revealing Luthor's location!" Rainbow pumped a fist.

"If only it were that easy." Batman replied.

"Why don't we get back to Ponyville and rest up?" Superman suggested.

"Sounds good to me." Flash agreed.

"Then we better get going." Twilight said, as the group started heading back to Ponyville on foot or hoof.

* * *

Back in the badlands, Chrysalis and her Changelings had explained the result of their ambush on the League and the girls, "I thought you said could handle them?" Luthor crossed his arms looking disappointed.

"Everything was working smoothly, until that Kryptonian was able to determine which of my subjects were his friends using his x-ray vision."

"And how were they able to determine which of those ponies were them?" Luthor inquired still feeling irritated.

"The martian used his inability to read our minds due to the blocking spell I cast against us by reading the minds of the real ones." she explained.

Luthor frowned, "I am not impressed."

"So much for the great Changeling Queen." Garble mocked, as he, his dragon buddies, and the Diamond dogs laughed.

Chrysalis frowned and blasted at them with her magic. They ducked the blast luckily, and looked shocked at her attempt deciding to shut up. Chrysalis looked to Luthor, "Today's mishap was minor. But I assure you next time we meet, those fools will fall down at my hoofs."

Luthor still gave her a skeptic look, but answered, "I will hold you to that, Chrysalis."

**(And so the League has met the Changelings who have proven to be formidable foes for them. Who else will they be forced to face and how. Tune in next time.)**


	5. Speed vs Speed

**(And here's my next chapter. Flash and Rainbow Dash are gonna be having some fun in this one.)**

One afternoon, Flash was walking around Ponyville in need of some fresh air, "For once I can walk around without worrying about some psycho trying to kill me." he chuckled.

"Incoming!" a voice called, as Flash was tackled at his side by Rainbow Dash and the two rolled across the ground.

Flash groaned, "I gotta stop saying things like that."

Rainbow flew up looking down on the hero, "Whoops, sorry about that, Flash." she giggled sheepishly.

"What was that for?" Flash asked, as he rubbed his head.

"I was just trying out a new trick, and I sorta got carried away." she rubbed the back of her head.

"Twilight did say you were reckless." Flash noted.

"Reckless, me?" Rainbow asked in shock.

"Hey, it's nothing to be ashamed about. I can be pretty reckless myself. Just ask Batman." Flash joked.

"Seems like we have more in common than just speed." Rainbow noted.

"Guess so." Flash nodded.

"By the way, you never did get back to me on that challenge I made." Rainbow said.

"The one with us proving who's the fastest?" Flash asked.

"Exactly."

"Well, we have been tied up recently, what with me and my team getting used to this world and the changeling attack." Flash explained.

"Well, you and your team seem to feel right at home now, and there haven't been any sightings of changelings," Rainbow started, "So maybe we can put that challenge to the test?"

Flash looked intrigued, "I'd be all for that. I needed something to do anyway aside from fighting crime. Granted I love doing that even on a daily basis."

"I like a good case of action myself on a daily basis, but let's stick to the challenge."

"What's the game?" Flash asked.

"A race around Equestria, one lap, first one back at this starting point wins." Rainbow explained, as she created a starting mark where they were standing.

"Works for me," Flash admitted, "But you'll have to fly ground level so I know you don't cheat or anything."

"Deal." Rainbow nodded, as Flash shook her hoof, and they got into a starting position.

"Ready?" Flash began.

"Set..." Rainbow continued.

"GO!" both took of like a shot, with Rainbow flying on ground level next to Flash who was running.

They ran through Ponyville neck in neck passing by many other ponies with their combined speed force knocking them off their hooves. They ran past Diamond Tiara and Silverspoon causing them to spin, before the two filly's stopped revealing Diamond was now wearing Silver's glasses and Silver was wearing Diamond's tiara. They eventually ran out of Ponyville and continued onward down the road to where it would take them. As Rainbow Dash flew, she saw Flash run ahead of her. Frowning while not wanting to be upstaged in the field of speed, flew faster to catch up to him so they were once again neck in neck.

They started running through the Ghastly Gorge, where Flash was confident he was gonna do fine, until he saw these red snake creatures pop their big heads out through holes in the walls before pulling them back in, "Uh, what're those?" he asked the pegasus in worry.

"Quarray eels. They live in these holes throughout the gorge, and will eat anything that gets to close to their territory." Rainbow explained, as the two continued to race.

"Girl, you know how to pick a course." Flash said sarcastically.

"It's challenging." Rainbow replied.

As they were getting closer, one of the eels stuck it's head out and attempted to eat them, but Rainbow using her aerial maneuvering in the air dodge while Flash was jumping around the eel avoiding it's mouth. They continued to use their abilities to avoid getting eaten by the quarray eels.

When they got out of the gorge, Flash spoke, "Any other death traps we're going to be racing in?"

"Well, there is Froggy Bottom Bog. And what I heard a hydra lives there. Then there's the Flame Geyser swamp that's loaded with fiery geysers and fog, not to mention a chimera lives there." Rainbow answered.

"Oh, terrific." Flash rolled his eyes, as he kept running at Rainbow's speed.

* * *

Meanwhile in the badlands, Gilda and Lightning Dust were lying outside the Changeling cave bored out of their minds. Gilda growled and clawed the ground, "Why isn't Luthor or Chrysalis giving us a job to do?!"

"Keep it together, Gilda," Lightning calmed her, "We have to wait until one of the queen's changeling scouts reports to her with news."

"Well, one of them better get here fast, before I go crazy!" Gilda grumbled.

Lightning Dust thought in agitation, 'Jeez, I can practically see why Rainbow Dash stopped hanging out with her.'

Suddenly a changeling flew by and went inside the cave, "Finally." Gilda said in relief.

"Don't get your hopes up, Gilda. For all we know they could just send one of the others for the job." Lightning warned her.

Suddenly Luthor and Chrysalis came out, "Gilda! Lightning Dust!" Luthor called, as the two flew over.

"Yeah, what's up?" Gilda asked.

"My subject claimed he had spotted two figures moving fast throughout Equestria." Chrysalis began.

"Rainbow Dash!" the two deduced.

"Correct, and with her is the one known as Flash." the queen added.

"You two are the fastest fliers I have. Only you may have what it takes to match their speed." Luthor explained.

"Obviously." Lightning answered.

"Where were they last seen?" Gilda inquired.

"They were last spotted in the Ghastly Gorge," Chrysalis started, "But knowing them they'll be further away from there soon enough. So you'll need to head them off."

"Where should we go?" Lightning asked.

"Go to Neighagra Falls and wait for them to show." Luthor insturcted.

"When they arrive, do with them as you please." Chrysalis finished.

The two smirked, as Gilda spoke, "We can do that."

"Then get going!" Luthor ordered, as the two flew off to their destination. The business man looked to Chrysalis, "I hope their jealousy and sense of betrayal caused by this Rainbow Dash will fuel them enough to get the job done."

"You'll be surprised what jealousy and betrayal can do." Chrysalis answered.

"I have seen plenty of that with the other criminals and freaks I've associated with." Luthor said, as he looked out into the distance of the badlands.

* * *

Back with the speedsters, they continued racing all throughout Equestria passing Dodge Junction, Hayseed Swamp, Baltimare, Filly Delphia, and Hollow Shades, before coming up at Neighagra Falls. Rainbow Dash wouldn't admit it, but racing Flash was definitely a challenge to her, even more than running with Applejack during the Running of the Leaves.

"Think we should stop for a breather?" Rainbow asked Flash.

"Why, do you need it?" Flash teased.

"Hay, no! I was just asking if you needed it." Rainbow retorted to preserve her pride.

"Are you kidding I can do this all day. Although I wouldn't recommend it."

As the two were reaching the falls, they were suddenly knocked off course by two more colliding forces. The pegasus and the speed hero landed on the grass groaning, "Oh, what was that?" Rainbow groaned.

"A wipe out." Flash groaned, as the two got up.

"But who did that?" Rainbow asked.

"We did." a familiar voice spoke, as the two looked over seeing Gilda and Lightning Dust.

"Hey, Dash." Lightning greeted her.

"Gilda, Lightning Dust?!" Rainbow gasped.

"That's right," Gilda answered, "We see you got a new partner now. You gonna betray him like ya did to us?"

Rainbow frowned at Gilda's claim, as Flash spoke up, "Huh, you know these two?"

Before Rainbow could answer, Gilda spoke up, "Rainbow and I were once best friends at flight camp, until she ditched me for lame ponies."

"Hey, I didn't..." Rainbow was cut off by Lightning.

"You think that's something? We were both partners at the Wonderbolts academy, until she had to be a filly scout and betray me by ratting to Spitfire and have my status revoked."

"Is this true?" Flash asked the rainbow maned pegasus.

"No bucking way!" Rainbow shouted and told her side, "I thought Gilda would be willing to try and befriend my friends in Ponyville, but all she did was act like a jerk and couldn't take a few silly pranks, when she used to be my prank partner. And I didn't betray Lightning Dust! She did it to herself by being reckless and careless with her flight not caring about any casualties that befell anypony else!"

Flash was surprised, "Wow, when you put it that way you really hung out with a wrong crowd."

"What're you two doing here?" Rainbow demanded out of the two.

"You don't get it do you?" Lightning asked smugly.

"We're here for payback of course." Gilda clenched her talon.

"And we're getting it with a side of hay fries." Lighting added, while smirking.

The two flew above their former friend and Flash, as the human speedster spoke, "So, I guess our race is put on hold?"

"Yup." Rainbow nodded, while giving a dry expression.

Gilda and Lighting flew down on Flash and Rainbow who dodged before they could land a blow. Flash looked at them, "Those two really are fast, but I'm faster." he ran to them attempting to circle them, but Lightning Dust flew away and started circling him.

"Whoa-whoa!" Flash was thrown off his feet before landing on the ground.

"What's the matter can't take the speed?" Lightning mocked. Flash looked up and frowned at her.

Rainbow and Gilda were flying around above them, with Gilda speaking, "You never did get back to me after I told you to call me when you decided to stop being lame. Guess that means you prefer to be lame over cool."

Rainbow frowned, "Your view of cool is too critical. Why I bet you think only yourself is cool enough to your standards."

Gilda gave her a smug look, "You guessed it."

"Well, I found somepony who's really cool." Rainbow said.

"What, that guy?" Gilda asked rhetorically, as she looked down seeing Lightning and Flash going at it. Flash was using his arms to create wind tunnels to blow Lighting Dust back, but the pegasus didn't give up.

"Yeah. Flash is a million times cooler than you or Lightning Dust could ever be!" Rainbow declared.

Flash hearing that looked up, "Really?" he asked, before remembering Lightning Dust and speed stepped aside before she could tackle him.

"Then I guess you really have gone to the lame side." Gilda squinted her eyes firmly at Rainbow Dash.

"Speak for yourself." Rainbow retorted, as the two flew at each other and wrestled in mid air while flying around.

Flash was avoiding Lightning Dust's strikes, before looking up seeing Rainbow Dash needed help. He looked around hoping to find something he could use, before he saw the falls, "Yes!" he ran to the falls, and started spinning his arms to create another double wind tunnel. He called up to Rainbow Dash, "Dash, move!"

Rainbow heard him and flew away from Gilda. Gilda was confused, until she looked and saw Flash aiming his two arms at the falls sending two blasts of water right at her. She screamed as the water soaked her and her feathers making her unable to fly. She fell to the ground with a thud, while Lightning Dust looked over.

"Come on, Gilda, get up!" she ordered.

Rainbow zoomed down and tackled Lightning Dust, sending her crashing into Gilda. With Gilda too soaked to fly, and a near unconscious Lightning Dust on top of her, Flash and Rainbow looked to each other. Rainbow spoke, "Why don't we send these two on a one way flight out of here?"

Flash smirked, "I'm with ya, partner!" the two started running and flying around the pegasus and gryphon creating a cyclone that had them sucked inside and flying all around it screaming.

Rainbow and Flash stopped moving around it as the cyclone kept up before it spat a screaming Gilda and Lightning Dust out as they were sent flying off into the distance followed by a ping.

"It's outta here!" Flash called.

"Now that was awesome!' Rainbow laughed.

"Ya got that right. Up top!" he raised a hand, as Rainbow hoofed it.

Rainbow then sighed, "You know I really thought those two would've shaped up after what happened before. I guess they learned nothing."

Flash laid a hand on her shoulder, "Hey, not everybody can change, or everypony. But hey, you did the right thing by leaving them. You deserved better company than them."

"And I have found better company. And now you and the rest of the league are part of that crowd."

Flash smiled, "Thanks, Dash."

"No prob, Flash." she smiled.

"Hey, just between the two of us, call me Wally."

"Wally?" Rainbow raised a brow, as Flash nodded, "Sure, whatever." she shrugged.

"By the way, did you really mean when you told Gilda I was a million times cooler than her and Lightning Dust were?" he smirked at her.

Rainbow Dash remembering how she said that looked sheepish, "Hey, look at the time, we haven't finished our race yet!"

"Hey, don't pass that off. I want an answer!" Flash demanded.

"Beat me and maybe I will give you one." Rainbow said as she took off.

"Hey, get back here!" Flash called, as he ran after her with both of them laughing at how much fun they were having no longer even trying to prove who was the fastest anymore.

* * *

Back in the Badlands, Gilda and Lightning Dust were presented before Luthor and Chrysalis, with Gilda missing some feathers and Lightning Dust's mane looked poofed up. Luthor frowned and spoke in disappointment, "Fastest flyers, what was I thinking?!"

"We did all we could!" Gilda argued.

Luthor got into her face, making her back off, "Did you now? Did you fight like your very lives depended on it?!" he turned to Lightning Dust, "Did you fight till the very last breath?! I ought to take the both of you and..." he was prepared to blasts them, until Chrysalis put her hoof on his arm making him lower it.

"Luthor." she said, hinting he can't start bumping off his employees right now and lose support.

Luthor calmed down and spoke to the two, "I'll let it go for now. But fail me again and there will be consequences. Do you understand?"

"Yes, sir." the two answered, not wanting to get on his bad side.

Luthor walked back into the cave followed by Chrysalis. The businessman spoke to the changeling queen, "I should've gone myself."

"But then you would've given yourself away." Chrysalis warned him.

"True, but sometimes you can't help but feel the only one you can depend on is yourself." Luthor said.

"I've felt that countless times myself." Chrysalis admitted.

"And how do you deal with it?" Luthor asked.

"I just take a deep breath and remember that as a queen I have loyal subjects who would do anything for me. And as a leader I have to guide them. If you want these partners of ours to succeed you have to guide them like a leader should."

"I already know that." Luthor scowled.

"Maybe when it comes to rallying creatures from where you're from, but here you have to truly guide them on the path you desire."

Luthor turned to her, "Perhaps you can enlighten me?"

"I'd be delighted, Lex." Chrysalis giggled, as the two walked.

**(Well Flash and Rainbow managed to have a fun race, and also dealt with Rainbow Dash's two former friends. Don't miss next time where Spike and J'onn have a little adventure of their own, with a familiar trio giving them trouble.)**


	6. The Dragon and Martian

**(Welcome to the next chapter my friends. Hope you're excited to see yet another of the League members bond with one of their new Equestria friends.)**

At Twilight's castle, Spike who was enjoying his break from helping Twilight study was showing J'onn his collection of Power Ponies comic books.

"And this is volume 18, The Power Ponies take on Dr. Hoofensmirtz and his Bug-inator," Spike showed the martian some pages, "Here he plans on turning all of Maretropolis' citizens into bugs and turn the city into a bug infested nightmare."

"Interesting." J'onn answered, as he studied the pages.

"So, J'onn, what do you think of the Power Ponies so far?"

"I find them to be very fascinating, Spike," J'onn began, "I also see some similarities between some of these heroes and my team."

"You do?" the young dragon asked.

J'onn nodded, and began his comparison, "Fili-second appears to be as fast as Flash is, and with a personality to match. Mistress Mare-velous uses her lasso similar to Diana, and apparently has gadgets just like Batman. Radiance's power seems very similar to Lantern's, but her aura around her appears similar to that of Star Sapphire's. And Hum Drum seems similar to the way Batman describes his sidekick Robin, only smarter."

Spike hearing that Batman had a sidekick similar to Humdrum, and wasn't in the way or weak made him feel happy that a sidekick like Humdrum could be appreciated.

"Although Saddle Rager, Zapp, and Masked Matter-Horn don't remind me too much of any of the other super powered beings I've met."

"I see. Well it's nice to see some made up heroes share similarities to your team." Spike admitted.

"Indeed, makes me see our worlds really aren't that different." J'onn said in nostalgia.

"Yeah." Spike nodded.

"And I think you may want to show these to Lantern. I think he may like them very much." the martian added.

"You think so?" Spike asked, as J'onn nodded.

"Spike!" Twilight called.

Spike looked at a nearby clock, "Is my break over already?" he shrugged and went to find his friend, with J'onn following.

They found Twilight inside her study room, "Yeah, Twilight?" Spike asked.

"Spike, I just remembered I was supposed to pick up some documents from Princess Celestia, but I still am trying to go over more stuff with Batman."

"Say no more, I'll go there and pick them up." Spike answered.

"Where is Batman?" J'onn inquired.

"I sent him out to get some more quills and ink. He wasn't really doing much besides sitting around." the princess explained.

"He lives for doing work." J'onn nodded knowing him well.

"Obviously." Spike replied, "Well, I'll get to Canterlot right away." Spike was about to leave, until J'onn stopped him.

"Please, Spike. Allow me to accompany you on your way there."

"Really, J'onn?" Spike asked.

J'onn nodded, "I never did get to see more of Canterlot when we left to come to Ponyville."

"And you can, Spike, you can show J'onn around Canterlot, while you pick up the documents." Twilight said.

"Cool. Thanks, Twilight. Come on, J'onn!" Spike said as he grabbed a bag and left the castle with the martian.

When they were outside the castle, J'onn picked Spike up, "Let's travel by air. We'll get there much faster."

"Sure." Spike agreed, as J'onn took off into the sky carrying the baby dragon in his arms.

* * *

At the Badlands, Luthor and Chrysalis were standing before the teen dragons Garble, Glut, and Rad, "Yo, you called, Luthor?" Garble asked.

"I did. Because I have a mission for boys." Luthor answered.

"A mission?" Glut asked curiously.

"What do ya want us to do?" Rad asked eagerly.

"We're sending you three to Canterlot." Chryslais explained.

"Canterlot? Why there?" Garble asked in confusion.

"Because Chrysalis' changelings have discovered a old acquaintance of yours is there now with my enemy the Martian." Luthor explained.

"Acquaintance?" Garble asked, until it dawned on him and his buddies, "Spike!" he said firmly while squinting his eyes.

Luthor nodded, "And I pick you three not just because of that, but because you have the one thing the Martian is vulnerable too."

"And that is?" Rad asked.

"Fire." the businessman answered.

"So if we do this job we'll get paid in gems right?" Garble asked.

"You have my word." Luthor promised.

"Great," Garble smirked, "Well, boys, we're going to Canterlot."

"All right!' Glut cheered.

"Yeah, let's go," Rad said, as they walked off, only to come back a minute later, "Uh, where is it again?"

Chryslais and Luthor could only look down in embarrassment while shaking their heads at their density, 'Teenagers.' Luthor thought.

* * *

Meanwhile in Canterlot, after acquiring the documents from Princess Celestia, Spike and J'onn were walking around Canterlot with the martian getting to know more about the city. Soon they were at Donut Joe's having coffee and doughnuts.

"Well, J'onn, what do you think?" Spike asked, as the martian ate a doughnut.

"Very tasty," he answered, and looked to the pony, "My compliments to your work, Joe."

"Thanks a lot, Mr. J'onzz."

As the two continued to enjoy their snack, they heard the shop bell ring, and looked behind them seeing Fancypants and Fleur enter. The two walked up to the counter, as Joe saw them, "Welcome, what can I get you two?"

"One chocolate éclair, sir." Fancy ordered.

"And I'll one of your strawberry filled doughnuts." Fleur added.

"And we'll each also take a coffee." Fancy finished.

"Coming up." Joe said, as he brought them their orders, "There you go. Enjoy."

The two nodded, as they enjoyed their orders, until Spike spoke up, "Morning, Fancypants, Fleur."

The two looked over and saw the drake, "Well, if it isn't young Spike." Fancy said with a smile.

"Wonderful to see you, darling." Fleur smiled.

"It's great to see the both of you as well." Spike added.

The two saw who was with him, and were amused, "And who's this gentlecolt?" Fancy asked.

J'onn spoke up, "I am J'onn J'onzz; a martian from the planet Mars. It's a pleasure to meet you two." he bowed his head.

After hearing his introduction, Fancy let out a light chuckle, "Of course. How could I forget? You must be one of the heroes that's been the talk of the kingdom."

"I believe you and your team are called the Justice League?" Fleur inquired.

"You are correct, Ms..."

"Fleur De Lis, darling." she introduced herself.

"And I'm Fancypants." Fancy introduced himself.

"I am humbled." J'onn replied.

"If you're here with Spike then I must assume you are also friends with Rarity and the rest of her Ponyville friends?" Fancy inquired.

"You are correct."

"Well, sir you couldn't have made friends with a better group then them." Fancy stated.

"I agree with you. Rarity, Twilight, Spike, and the other ponies are good friends to both me and my team. We're lucky to have met them." J'onn admitted.

"As were we." Fancy agreed, with Fleur nodding.

"Well, it was nice seeing you two again, but we better get going." Spike said, as he paid for his and J'onn's doughnuts.

"Of course. You two be careful now." Fancy bid them farewell.

"We shall." J'onn answered, as he and Spike left.

* * *

As the two left the shop, they were about to head back to Ponyville until they heard a cry for help, "Help! Somepony please, help me!"

The two looked around and saw around an alleyway were the silhouette's of two figures mugging another who was on the ground, "Sounds like somepony's in trouble. Let's go, J'onn!" Spike called, as the two went to investigate.

Upon coming into the alley way they saw no pony was around, "Hey, where'd they go?" Spike asked in confusion, until suddenly fire was blasted all around them, "Whoa!" J'onn who was caught in the fire blast was greatly injured and crashed into a wall, "J'onn!" he ran over to the martian, "Are you ok?"

"Fire, it hurt." he groaned.

"And it'll hurt a lot more when we're done with you." a voice said.

Spike froze as he recognized the voice, and saw three silhouettes drape over him and J'onn. He turned and saw Garble, Glut, and Rad grinning mischievously at them, "Hey, long time no see, pal!" Garble said to Spike, as the three teenage dragons laughed evilly, while Spike looked frightened.

**(And there's the chapter. A simple trip to Canterlot for Spike and J'onn has turned into a fight for their lives now. Will Spike be able to help his weakened friend, or will Garble and his boys finally have their revenge on Spike? Don't miss next time.)**


	7. A True Dragon

**(And here's part two, folks. Hope you're eager to see how Spike and J'onn get out of their situation.)**

_Last time, hoping for a simple pick up for Twilight Spike and J'onn end up crossing paths with the teen dragon trio. With J'onn weakened by a triple fire combo from the three, Spike is left to defend himself and the martian from the three who he thought were his friends._

* * *

"You three?" Spike gasped in shock.

"That's right, us." Garble answered.

"Miss us, Spike?" Glut asked.

"What're you doing here?" Spike asked in confusion.

"We heard you were around and thought we'd drop in on ya." Rad chuckled.

"Surprised?" Garble asked.

"Actually a side of me always felt one day I'd run into you guys again." Spike answered, not wanting to show them his fear.

"Well, you felt right," Garble said, "And this time you don't have your little namby pamby pony friends to save you." Glut and Rad laughed.

Spike frowned, "Shut up! I'm sick and tired of you and your insults to ponies! You know maybe if you three spent a little more time with them you'd learn something about respect instead of just being..."

"What?" Garble challenged him to finish his sentence.

"Instead of just being dragons!" Spike growled, as J'onn watched in amaze.

"Well, here's a newsflash for you, Spike. We are dragons!" Garble answered.

"Just like you." Rad added.

"Except we're more dragon than you could ever hope to be." Glut mocked.

"You're wrong!" J'onn called, as the four dragons saw the martian descend to his feet.

"J'onn!" Spike gasped.

"He can still move?" Rad asked, seeing how condition.

"What did you say?" Garble narrowed his eyes on the martian.

"I said you are wrong. Where I'm from dragons are not beasts who are greedy and full of hatred like you three. They are symbols of wisdom and strength, two things the three of you lack, but Spike has."

The three dragons once again laughed in hysterics, "Oh, that's a good one. You really do have a good sense of humor." Garble said between laughs.

J'onn frowned, "That was not a joke."

The three looked at each other as Glut spoke, "He's serious?"

"He is." Rad nodded seeing J'onn didn't appear to be joking around.

Garble frowned, "Well, I'm serious too. Seriously gonna mop the floor with this freak!" he took a stance with his buddies.

"Spike, get behind me." J'onn ordered.

"But, J'onn, you're still hurt!" Spike warned him.

"If anything happened to you, Twilight would be crushed." J'onn said, as he stood his ground to protect his little dragon friend.

* * *

And so the three dragons took off and fought J'onn who even though was still weakened from the fire attack. They flew into the air with J'onn throwing punches at the three, but got tackled from behind by Rad. When Glut tried to whip him with his tail, J'onn quickly went intangible and the big teen dragon almost tail whipped Garble.

"Hey, watch where you're aiming that thing!"

"Sorry." Glut apologized.

J'onn went solid again, and morphed his body into a giant serpent and tail whipped the three sending them crashing onto the roof of one of the buildings, "All right, J'onn!" Spike cheered.

The trio got up and flew up to J'onn once again blowing fire around him. J'onn started losing his serpent form and reverted back to her hero form, while looking ready to melt, "So much flames." he groaned before losing altitude and crashed into the alley.

"No!" Spike cried, as he ran over to him, "J'onn?" he nudged him.

"Spike, I am sorry."

"Save your breath." Spike said.

Garble, Glut, and Rad landed on the ground, "One down on the ground." Rad snickered.

"And one to go." Glut added, as the three locked their eyes on Spike.

Spike gasped as he watched the three slowly approach him. Garble spoke, "We're gonna finish what we should've finished last time."

Spike was frightened at what they could do to him, but remembered J'onn protected him as best as he could against the three. Suddenly his scared look started shifting to a look of anger, "No!"

The three stopped, "What did you say to me?" Garble asked with a growl.

"I said no! I'm not gonna let you hurt J'onn or anypony else again!"

"You? Oh, that's a laugh," Garble joked, "What can a helpless little baby like you do?"

Spike continued to glare at Garble and his boys, "I may be helpless at times, and sure I'm still a baby dragon," his body started heating up as his eyes started turning red which in turn was making the three teenage dragons look uneasy, "But I'm a baby dragon who's gonna stop you!" he opened his mouth and released a blast of fire similar on a size to the one he released on the ice cloud to save the Equestria games.

The three dragons who were unable to move away fast enough, got caught up in the blast of fire. When Spike ceased his fire breathing, Garble, Glut, and Rad stood in place with their eyes widened and their bodies covered in soot. The three dragon fell flat on their backs and upon making contact with the ground all the soot fell off their bodies.

Spike took deep breaths before he saw J'onn get back on his feet, "J'onn, you're ok!"

"Yes. I may be weak against flames, but don't go down too easily," the martian explained, "Now then, I think it's best we turn these three over to Princess Celestia." he approached the three dragons, only for a circle of green fire to surround the teen dragons forcing J'onn to back away.

"What the?" Spike gasped, as he saw the flames die down, revealing the dragons had vanished with the flames, "They're gone." J'onn squinted his eyes looking suspicious.

The three dragons reappeared in the lair of the Changelings where Luthor and Chrysalis were looking down on them with disappointed looks, "I should never send a teenager to do man's job." Luthor said, as the three dragons gave him and Chrysalis a sheepish look.

* * *

Back with Spike and J'onn the two were on their way back to Ponyville. J'onn after catching his breath and recovering from the fire thrown at him was finally able to fly again and carry Spike. The little dragon looked at J'onn seeing he looked deep in thought, "Are you ok, J'onn?"

"I am concerned, Spike."

"About what?"

"You saw how those three dragons disappeared just like that?"

"Yeah, that was really bizarre."

"Indeed. And according to what knowledge I've gained through my researching with Twilight is aside from your magical flames only one other creature can generate green fire... Changelings."

"Changelings?!" Spike gasped.

"Correct. Which means Chrysalis has saved them from our attempt to apprehend them."

"And if Chrysalis did that..." Spike started pondering.

"I can assume this ambush was Luthor's doing." J'onn concluded.

"And when Rainbow and Flash told us about them running into Gilda and Lightning Dust... You think that was staged by him too?" Spike asked.

"I wouldn't think, I'd know it was."

"Oh, wow. This is definitely something the girls are gonna wanna hear about." Spike said.

"Agreed, but we'll tell them when we get back. Right now I would like to thank you for saving my life."

"Huh?"

"You showed true courage back there facing three who were much older and physically stronger than you. I am glad to call you my friend." J'onn smiled.

Spike started blushing a bit, "Oh, J'onn, you're embarrassing me."

"I was also wondering, perhaps you could show me more of those Power Ponies comics?"

"You bet, buddy." Spike smiled, as they returned to Ponyville to give Twilight the documents and be sure to tell the rest of the girls and the League about what transpired in Canterlot with the two.

**(And there's the chapter. Sorry if it was short, but it was the continuing of the last chapter. Spike managed to dragon up on the three bullies who he thought were friends and protected J'onn. But now that they've caught on Luthor is not only in league with the Changelings, but the teen dragons, Lightning Dust, and Gilda as well, the heroes best be prepared for whomever they run into next time.)**


	8. A Pawn in the Plan

**(Welcome to my new chapter, readers. Hope you're ready to see another member of the league to get some bonding moments with the girls.)**

One morning over at Sweet Apple Acres, Superman was with Applejack and Big Mac in the apple fields, "Are ya sure this is gonna work, Supe?" Applejack asked the man of steel.

"Trust me on this. Big Mac, are all the baskets in place?"

Big Mac after setting up the last few baskets under one of the trees spoke, "Eeyup." he nodded.

"Ok, this is it." Superman gave the ground a stomp causing a shake of the trees allowing all the apples to fall and land perfectly into the baskets filling them all up.

Applejack and Big Mac were in surprise, as Superman flew around collecting all the baskets before bringing them over neatly stacked, "And that's the way."

Applejack spoke in amaze, "Whew doggy. That was amazing, Supe. How'd ya know to do something like that?"

"Well, I also grew up on a farm when I came to earth." Superman explained.

"Really?" Applejack asked.

"Oh, yeah. And when I started realizing my strength it made certain farm tasks much easier for me."

"Well, ya just saved us plenty of time to get the other work done." Big Mac said.

"I'm glad. If you want I could stick around some more."

"That's thoughtful of ya, but ya we'll handle the rest. You did all the real hard work so we should be fine." Applejack replied.

"Are ya sure?"

"Eeyup."

"Well, ok then. I'll see you later." Superman flew off.

Applejack watched him fly off, "That's sure one helpful fella ain't he?"

"Eeyup."

* * *

Superman was back in Ponyville walking around seeing many of the locals were waving and greeting him as he passed. He spoke to himself, "Imagine if I told Lois about this place. She'd think I went mad." he chuckled to himself.

"Mr. Superman, sir!" a voice called out.

Superman looked seeing two young school aged colts gallop over. There was Featherweight Editor and chief of the Foal Free Press and Shady Daze the Staff Photographer.

"Well, what can I do you two young colts this day?" he asked, while squatting down to their level.

"We were wondering if you'd be willing to let us interview you for our school newspaper. If ya don't mind that is." Featherweight requested.

"Hmm," Superman pondered, "Well, why not? Since it's for your school."

"All right!" Featherweight and Shady high hoofed.

Soon Superman was sitting on a bench, as Featherweight was writing down notes and Shady took some pictures.

"And so that's why I've decided to protect the city of Metropolis with my life for all the good people who live there, as well as the millions of others who live on earth." Superman finished his story.

"That's amazing." Shady gasped, as he took one last mug shot of Superman.

"Thanks for the time, Superman. This is gonna be our best article yet." Featherweight said.

"No problem, but let me give you some words of advice," he began, as the two gathered around, "A good reporter is someone who goes and find news and report it. But a great reporter is someone who seeks out the truth, and publish the truth, and never lies about it. Can I trust you two would do that?"

"You bet." Shady nodded.

"Yeah, ever since our original editor and chief was removed we've done nothing but publish the truth and not do any hurtful gossip." Featherweight explained about a previous mishap.

Superman ruffled their heads, "That's good. Now off you go."

"Thanks again!" Shady called, as the two colts hurried off.

Superman smiled, until Batman's voice spoke up, "That's some good wisdom to give kids."

Superman turned around seeing his close allie, "Just making sure they don't turn into hurtful tabloid journalists who only look out for number one and care nothing for the lives they ruin."

Batman nodded, "We may not be on earth, but even in other worlds we still do good..." he looked over as the two saw Flash and Pinkie entertaining other fillys and colts, "In our own ways." Superman chuckled.

* * *

At the Changeling lair, Luthor was speaking to Chrysalis, "We've been playing it wrong."

"What do you mean?" Chrysalis wondered.

"To take out the league we need to take out the strongest member. Namely Superman." Luthor explained.

"And how pray tell are we going to do that?" the Queen inquired.

"Bring in the Diamond Dogs." Luthor ordered.

Chrysalis motioned to one of her subjects to fetch them, and it flew off. Soon enough the changeling returned with the trio.

"You called for us, Luthor?" Rover asked.

"Correct," Luthor answered, "You told me there was a unicorn by the name of Rarity who searches for gemstones around the quarry above your mines?"

"Yes. She has magic that can locate gems." Spot explained.

"We tried to use that to our advantage, but the whining and complaining was not worth it!" Fido added.

"Well, I assure you this will be all worth it." Luthor said as he reached into a compartment in his battle suit and placed a chunk of kryptonite onto a table.

The dogs looked at it with wide eyes at the glowing green fragment, "What is it?" Rover asked in amaze.

"That my furry companion is kryptonite; the only known source in the world that can weaken and even kill Superman." Luthor explained, as the dogs looked shocked.

Chrysalis spoke up looking questionable, "You're saying something as small as this can kill somepony like Superman?"

"Don't underestimate kryptonite. It's more trouble than it's worth. I should know." Luthor said bitterly.

"So what do we do with it?" Fido asked.

"Chrysalis is going to used her magic to duplicate it and replicate it to look and feel like real gemstones. It'll be so real it'll fool that unicorn's locating spell. But I need you three for the final task." Luthor explained to the dogs.

"And that is?" Rover asked.

"You will bury the duplicates all throughout the quarry, and let her find them and bring them back," the businessman explained, "According to Suri, Rarity embeds gemstones into her best made outfits. Anyone who wears an outfit embedded with kryptonite will destroy Superman just by walking up to him."

The dogs looked intrigued, while Chrysalis smirked, "Ingenious, Lex." she said.

"Now let's get to work. Chrysalis." he ordered, as she used her magic to duplicate the fragment Lex had on him and soon there was about enough kryptonite fragments to fill up six mining carts.

"And now for the camouflage." Chrysalis used her changeling magic to make the fragments look like gemstones.

"And now to plant them." Luthor motioned to the dogs to collect the disguised fragments and were sent back to the quarry above their mines via Chrysalis' teleportation magic.

* * *

Later that day, Rarity was off to collect some gems at the quarry, with Spike tagging along while dragging a wagon.

"I truly appreciate your offer to help me, Spike." Rarity said.

"Always glad to help you, Rarity." Spike answered, as they stopped.

"This spot will do," Rarity said as she used her gem seeking spell, "Right over there." she motioned to a spot.

Spike ran over and dug and dug until he found some gems, "Wow, so good." he salivated.

"Spike," Rarity began before he tried to eat them, "I promised you a gem filled cake at Sugarcube Corner when this was over, remember?"

"Right. Sorry." Spike said sheepishly, as they continued to work collecting more gems after another.

Soon they had a whole stack of gems in the wagon, "Well, this is about as much as the wagon will hold. So we'll have to come back tomorrow." Rarity said.

"Well, let's get going." Spike said, as the two hurried back to town, while unaware of the Diamond Dogs popping out of a hole and grinning.

Back in Ponyille at Carousel Boutique, Rarity was hard at work making some new outfits with Spike assisting her.

Suddenly the door opened, and entering was Superman, "Rarity, Spike, I'm here."

"Oh, Superman, you're just in time. I can't thank you enough for also volunteering to help me with my work here." Rarity trotted over to him.

"No trouble at all. What can I do first?" the man of steel wondered.

"Could you bring me that fresh box of gems Spike and I collected this morning?"

"Sure thing." Superman went to the box, but upon getting close to the opened box he started sweating and moaning weakly.

"Superman?" Spike asked, as he and Rarity saw him suddenly go ill.

"Goodness, are you all right?" Rarity asked him as she and Spike helped him over to a chair to sit down.

"I think so, but I feel so strange." he groaned.

"Maybe you should go back to Twilight's castle and rest."

"But I promised I'd help." he said.

"Don't worry, I'm more than capable of helping Rarity myself." Spike said.

"Spike's right. What matters the most is your health." Rarity added.

"Ok." Superman got up and left the boutique only to realize he was no longer ill, "Hey, I feel fine now. But how can that be, unless... He pondered, "No it can't be. Can it?" he eventually decided to return to the castle to rest in case it was a different type of illness.

Back inside Rarity was making pony outfits in similar designs to the league members only they looked more like every day clothing, "Oh, I just know every mare and stallion in Ponyville will be wanting one of these." Rarity beamed as she attached some of the collected gems to the outfits, while unaware of what she was really doing.

**(And that's the chapter. Rarity has unknowingly become a pawn in Luthor's latest scheme, and if she doesn't figure it out she may be the one to bring the downfall of Superman. See you next time.)**


	9. Storm of Kryptonite

**(Welcome to a new chapter. I hope you're ready to see how Rarity realizes how she's become one of Luthor's pawns, and how she intends on fixing everything.)**

A few days later after Spike and Rarity's gem hunt, Rairty was at her shop standing before her friends, and the Justice League, "Welcome, everypony. So glad you could come. Now I'm sure you're all wondering why I called you here." Rarity began.

"Didn't you tell us before you were planning on making new duds based off the league here?" Applejack asked.

Rarity pouted, "Oh, Applejack, you spoiled the moment."

"Blah, blah, can you get on with it already?" Rainbow asked, getting impatient.

"Better do what she says." Flash suggested.

"Very well," Rarity rolled her eyes, before using her magic to pull away a curtain, "Voila!"

The group saw the long line of outfits that indeed looked like pony versions of the Leagues outfits minus the masks for the replicated outfits of Flash and Batman.

The ponies let out surprised and fascinated gasps, while the league studied the replicated outfits. Flash dashed over to his pony version outfit, "Nice detail, but don't you think the gems are a bit much?"

"Oh, nonsense, Flash. The gems bring out a more flare to it." Rarity insisted.

"My costume doesn't really require flare." Hawk Girl said.

"Same for mine." Batman put in.

"I have to admit Rarity, this really does look stunning." Diana said, as she looked at the design.

"Thank you, Diana."

"The detail certainly does match..." Superman approached his outfit, but groaned as he got too close.

"Superman!" Hawk Girl gasped, as she and Lantern went over to keep him on his feet.

"Are you ok?" Lantern asked.

"Yeah, guess a little dizzy or something." Superman suggested.

"Strange that's the second time you've been that way when you were here." Rarity noticed.

"Maybe something here is causing him to feel this way." Twilight suggested.

"What, could he be allergic to fabric?" Rainbow asked sarcastically.

"No, it's not the fabric," Superman said, "Sorry, but I'll catch up with you later." he took his leave, while Batman watched curiously.

"These will definitely start a new trend in Ponyville if not all of Equestria, don't you think so?" Rarity asked her friends.

"It sure will." Spike agreed.

Batman spoke up, "Rarity, when was the first time Superman reacted that way here?"

"A few days ago. I asked him to bring over a a case of gems Spike and I collected that day.

"And was that when he started having a seizure?" Batman inquired.

"Well, yes." Rarity answered, wondering what he was getting at.

"Then permit me." Batman said as he plucked a gem off his pony version outfit.

"Oh!" Rarity gasped at what he did, "Batman, don't ruin the equilibrium of the gems on the outfit!"

"Trust me, if my theory is correct then the equilibrium will be the least of worries." Batman said.

"What do you mean?" she fashionista asked.

"Twilight, concentrate your magic on this gem really hard." Batman instructed.

Twilight looked at the league members wondering if they had any idea what all this was about. They shrugged not sure themselves, as she answered, "Well, ok." she activated her magic and levitated the gem up until her eyes widened, "Oh, my gosh. I'm feeling another mix of magic surrounding this gem."

"Another mix of magic?" Pinkie asked.

"Yes, and I may be able to dispel it." she added, as she concentrated and the gem's true appearance was revealed.

"Kyptonite." the league gasped.

"I was right." Batman said.

"Ooh, glowy." Pinkie said, as she tried to touch it, only for Hawk Girl to stop her.

"Don't touch it."

"What's going on here?" Applejack asked.

"Yeah, what's so bad about this thing?" Rainbow asked.

"That's not a gem, it's a fragment of kyrptonite." Batman explained.

"Kryptonite?" Fluttershy asked.

Twilight thought back on what Superman said, and spoke up, "Of course, kryptonite is only substance in their world that can weaken or even kill a kryptonian."

"That does not sound good." Rainbow said in shock.

"It isn't." Lantern assured her.

"But how did this happen?" Rarity asked in confusion.

"I have my hunches this was a scheme set up by Luthor and Chrysalis." Batman explained.

"They somehow had to have known Rarity would be searching in that field for gems and planted them there with the appearance of normal gems." Wonder Woman added.

"You mean I've been collecting something lethal to Superman's health?" Rarity gasped in horror.

"I'm afraid so." J'onn said.

"Oh, I feel so awful for what I did." Rarity said in remourse.

"You didn't know, Rarity." Applejack comforted her.

"Yeah, it could've happened to anypony." Pinkie added.

"But it had to be me." Rarity sighed.

"This is no time for feeling sorry for yourself, we have to make sure all the kyptonite is taken off these outfits." Hawk Girl said.

Rarity gasped, "Oh, no."

"Oh, no, what?" Flash asked.

"I'm afraid I've already sent out some of my works with more kryptonite out to the stores here in town already."

"You what?" Twilight gasped.

"Well, I didn't know the gems weren't gems until now." she defended.

"Let's hope they haven't sold already." Batman said.

Flash looked out the window, and gasped, "Uh, guys. There's a problem." they looked out the window and saw some ponies walking around wearing some of Rarity's other made outfits she designed with the kryptonite.

"We got to find Superman." Twilight said.

"Come on!" Batman called, as they hurried off into Ponyville to find their friend.

* * *

Meanwhile Superman was walking around Ponyville, but upon passing some ponies dressed in Rarity's gem designed outfits, he started getting a seizure. He groaned, and was limping, "What's going on?" The more ponies he passed that were dressed up in Rarity's gem designed clothes the weaker he started feeling. Eventually it became too much, and he dropped to his knees.

"Superman!" Rainbow called, as she and Flash found him.

"Flash, Rainbow." he groaned.

Flash tapped his ear piece, "We found him. By Ponyville's fountain."

"Why is this happening?" Superman groaned.

"Take it easy, you'll be fine." Rainbow said, until Spike, the rest of the girls, and league arrived.

"We found the source of your seizure." Lantern said.

"What?"

"Kryptonite." Batman explained.

Superman felt stupid, "I should've known."

"What's done is done, but right now we need to round up all outfits Rarity embedded with kryptonite." J'onn ordered.

"Flash check every pony out in town and bring back all gem designed outfits." Batman ordered.

"What? So you're asking me to steal? Doesn't that go against all we stand for?" Batman shot him a glare, and Flash took the hint, "I get it. Be back soon."

"I need to get to the store and hope they haven't sold all of them." Rarity added.

"I'll come with you, if the sales pony doesn't want to give them up, then I'll persuade him." Diana smirked. And with that they all split up.

Back at the Changeling lair, a changeling flew over to the two bosses and spoke, "Bad news, your highness."

Chrysalis glared, "You know I hate bad news."

"Yes, ma'am. But the kyptonite has been discovered by the heroes, and are looking to dispose of all the fragments the dogs planted."

"What?" Luthor gasped, followed up by a frown.

"I guess that's it, huh?" Fido asked Luthor.

"It's not over yet. Not by a long shot," Luthor answered, before turning to Chrysalis, "Send some of your changelings to drop some spare kryptonite fragments around Ponyville. Superman will not be able to escape that." Chrysalis nodded, and went to instruct some of her subjects.

* * *

Back in Ponyville, Rarity gathered all the unused kryptonite and dresses she called back from the shop. She removed the kryptonite from the outfits and placed them with the unused ones. Superman made sure to keep a good distance from the substance so not to get another seizure. Flash finally arrived with all the outfits bought by the ponies in town.

"There, that should be all of them. You wouldn't believe how hard it was to pry them away from the mares in town." Flash explained.

"Well, you can do one last thing by picking the kryptonite off." Batman instructed, as Flash nodded and plucked each kryptonite fragment of each outfit faster than light.

When all the fragments were in a pile, Applejack spoke up, "So now that we got all of them, what do we do with them?"

"I could eat them." Spike suggested.

"No," Batman answered, "Kryptonite doesn't just affect Kryptonians but other living creatures as well if exposed to it for a very long time. If you ate all of these you'll get more than just a very bad stomach ache."

"Ok, then." Spike said, forgetting his idea.

"And we can't bury them if somepony may dig it up unexpectedly." Twilight added.

Lantern spoke up, "I know. I'll launch them all into the sun, then no one will ever use them."

"It's our best option." Hawk Girl agreed.

"All right, then. Lantern, do it." Batman ordered.

Lantern used his ring to contain all the fragments into a green bubble. He flew high up into the air, and launched the bubble right into the sun.

Superman seeing the kryptonite was gone could finally relax, "Finally."

Rarity trotted up, "Superman, I am ever so sorry for what happened. I had no idea I was collecting kryptonite."

"It's ok, Rarity. I don't blame you," Superman assured her, "I just wish I could find Luthor and give him a knock upside the head for it."

Suddenly falling down from the sky were bigger fragments of kryptonite. The bigger pieces were causing Superman to get a bigger seizure.

"It's raining kryptonite." Flash gasped.

"Try and catch them on your tongue!" Pinkie ordered, before sticking her tongue out, only for Rarity to close her mouth for her.

"Where are they coming from?" Fluttershy gasped.

"One guess." Diana said, as they looked up seeing some changelings were dropping them from above while carrying the fragments in sacks.

"Changelings." Twilight firmed her eyes.

"We got to get Superman away from this kryptonite." Hawk Girl called.

"I got it." Flash grabbed Superman and and tried running with him, but the changelings flew up and tried dropping more fragments of kryptonite all around Ponyville making it almost impossible to get Superman somewhere safe.

"We got to take out those Changelings." Batman instructed.

"On it!" Rainbow flew up, with Diana, Hawk Girl,and Lantern following.

The changelings were flying around avoiding their enemies, while still dropping kryptonite all around, "We don't want you littering in our town!" Rainbow called, as she tackled one changeling.

"Get those sacks from them!" Hawk Girl called to Lantern and Diana who flew at the changelings nabbing the sacks off their person.

* * *

Back on the ground, Superman was getting weaker and weaker, "Can't take much more." Superman groaned.

"Hang on, Supes, I'll take care of this." Flash started running all around collecting the fragments to bring back to the ponies.

Superman watched, feeling relieved the kryptonite was gone, until he saw three figures approaching that were dog like, "Well, look what we have here." Rover began.

"So much for the man of steel." Spot laughed mockingly.

"Who're you?" he groaned.

"We're the Diamond Dogs, and I see you got a little treat from our changeling friends." Rover answered.

"So those kryptonite fragments Rarity unearthed, you planted them there." Superman called it.

"Hey, he guessed it." Spot cheered, only for Rover to hush him.

"Well, you've lost," Superman said, "The changelings don't stand a chance against my friends. And I have more than enough energy to fight you three."

"Oh, really?" Rover asked, as they opened their vests revealing they still had kryptonite on them.

"UGH!" Superman recoiled, and the Diamond Dogs started piling on him like they were wrestling.

Back in the sky, Rainbow, Diana, Lantern, and Hawk Girl collected the sacks of kryptonite, and the changelings fled, "This should be all of it." Lantern said.

Hawk girl looked down seeing Superman's condition, "Oh, no!"

When they saw the Diamond dogs piling on him, they swooped down to rescue him. Hawk Girl swung her mace back and knocked the dog trio right off Superman. The dogs rolled across the ground while rubbing the spot where they were hammered. When the ponies arrived and saw them Rarity frowned.

"You three again?"

"That's right, and don't come any closer or your friend here's gonna have an accident." Rover warned them, as they threatened to approach Superman with their kryptonite, only for Rarity to levitate them out of their pockets and away from them.

"Hey, give those back!" Fido demanded.

"Sorry, but no." she replied with a wave of her mane.

"Surely, you knew with her being a unicorn she could do that?" J'onn asked the Diamond Dogs in a dry tone.

"We forgot." Fido admitted, as the three looked sheepish.

"Retreat!" Rover cried, as the three burrowed into the ground to escape.

"Yeah, all bark and no bite, doggies." Flash chuckled with Pinkie.

Superman finally free from the close contact with all kryptonite was able to recover, "Is that all of them?"

"All kryptonite present and accounted for." Diana explained.

"But not for long." Lantern launched the fragments the changelings and the dogs had into the sun.

"Will you be all right, Superman?" Fluttershy asked in worry.

"Yeah, you were exposed to plenty of kryptonite today." Twilight added.

"Don't worry, with a little rest I should be back to full strength." Superman admitted.

"Then let's get you back." Applejack said, as the others helped Superman back to Twilight's castle.

* * *

Meanwhile at the changeling lair, the dogs and the changelings were kneeling before Chryslais and Luthor, "Words cannot describe my utmost disappointment in the lot of you," Luthor began, "You had plenty of kryptonite to use against Superman and yet you failed to kill him!"

"Please, give us another chance!" Spot pleaded, "We won't fail you next time. We swear!"

"Quiet!" Luthor barked, causing the dogs to tense up.

Chrysalis spoke, "You'll get another chance soon enough, but for now remain on standby."

"Yes, your highness." Rover answered, as he and his partners took their leave.

A day later at Rarity's shop, the unicorn was about to unveil something to Superman, "Superman, in light of what happened to you all because of me. I wish to give this to you as a token of my sincerest apologies." she said, as she used her magic to remove a screen to reveal a tuxedo decorated in blue and red gems.

"Rarity, you made this for me?"

"Yes. It was Batman who gave me the idea." she admitted.

Superman smiled and thought to himself, 'Good old, Bruce,' he then noticed the gems on the suit, "Uh, are these?"

"One hundred percent gems without a hint of kryptonite." Rarity assured him.

Superman approached the tux and wasn't getting any seizures from being in close contact with the gems, "Rarity, I don't know what to say."

"You don't have to say anything. After all generosity is what defines me." she answered.

"And I'm glad it does." Superman said, as he lowered himself down to her level and embraced her.

**(And that's the chapter. The group saved Superman from a storm of kryptonite and Clark got a suit out of it. Don't miss next time where Batman gets himself into a mess, and it's the Cutie Mark Crusaders to the rescue. See you then.)**


	10. Stop the Bat

**(Here I am with another little chapter for you guys. Hope you're excited.)**

At the lair of Changelings, Chrysalis was speaking with Luthor, "Your plan to defeat Superman was a bust, Luthor. How can we take down the Justice League now?"

Luthor who had been pondering spoke up, "I thought by taking down the brawn side of the League they'd be less of a threat, but I went about it the wrong way."

"How so?" the Queen inquired.

"Brawn is only one thing that makes a team strong, the second is the brains."

"Quite so." Chrysalis nodded in agreement.

"Each of the members have their own level of intellect," Luthor thought of Flash, "Others not as much. But only one of them is the true intellect of the group."

"Who?"

"The Bat." Luthor answered.

"Batman?" the Queen called it.

"Correct. Among the league members he's always a step ahead of the rest. Even always a step ahead of me and my other former employers," Luthor explained, "We just need a full proof plan to take him down."

"How hard can he be if he's just a mere mortal in a Nightmare Night costume?" Chrysalis asked.

Luthor turned to her, "Joker made it clear to me he's anything but mere. And as much as I despise the clown, there are times where I could use someone who knows how the bat thinks." he grumbled.

"Having some trouble, Mr. Luthor?" Flim asked, as he and his brother approached.

Luthor scowled at the two, "Get out of here. I need to think."

Flam spoke up, "We're here to save ya that trouble, Mr. Luthor."

"We overheard your talk about the one you call Batman, and we may have something that can deal with him." Flim said.

Luthor and Chrysalis turned to the brothers, as the human spoke, "It better be worth it."

"Oh, but it is," Flam said, as he pulled out a vial of blue liquid, "You see my brother and I have done a little experimenting with some herbs we've collected throughout the Everfree Forest and elsewhere."

"And we've brewed them all together to create this little baby that's guaranteed to put an end to Batman." Flim assured him.

"This isn't you pulling a con job on me just to get an extra pay, are you?" Luthor frowned at the sound of their negotiating.

"It's no con at all, Mr. Luthor." Flam assured him.

"All we have to do is get close to Batman, get this on him, and he'll do himself in." Flim added, as the brothers smirked.

Luthor and Chrysalis pondered, before Luthor nodded to Chrysalis, and the Queen ordered, "Then get to Ponyville, but make sure you don't expose yourselves there. You're known by too many ponies in town."

"Don't we know it?" they brothers asked, as they headed out.

* * *

Meanwhile in Ponyville, Batman was walking about the town before heading in the direction of Sweet Apple Acres. He stopped, when he saw three familiar fillies galloping over to him.

"Morning, Mr. Batman." Sweetie Belle greeted him.

"Morning." he answered.

"What's a hero like you doing out here?" Scootaloo asked.

"Twilight suggested I get out of the castle and come pick up some apples she ordered from the farm here."

"Well, can we join ya? We were on our way there as well." Apple Bloom said.

"Very well." he answered, as he just walked with the three fillies following.

With a moment of awkward silence, Apple Bloom tried to start a conversation, "So, what's it like being a hero?"

"Life threatening." Batman answered straight to the point.

"Really, because Flash makes it look fun." Scootaloo said.

"Trust me, there's nothing fun about laying your life on the line for the little people." Batman explained.

"Then why do you do it?" Scootaloo asked.

Batman looked down at her with a firm look which in turn intimidated her, "Because it's the right thing to do." Scootaloo said nothing, and the three continued to follow him.

Upon reaching the farm, the four saw some of the apples in the trees look tye dyed and colored in strange patterns, "Do the apples in your world grow these ways?" Batman asked sound part rhetorical.

"Not ones I've ever seen." Apple Bloom sad.

"Look over there." Sweetie Belle called, as they looked over seeing former villain Discord strutting around the orchard, while snapping his fingers resulting in the apples taking on the different colored patterns.

"What the hay is Discord doin' to my family's apples?" Apple Bloom gasped, as she hurried over followed by her friends, and Batman.

"La-la-la-la." Discord hummed, until Apple Bloom called.

"Hey, you! Get away from our apples!"

"Hmm," Discord looked over, "Why if it isn't my favorite trio of unmarked fillies. The Cutie Mark Invaders, was it?"

"Crusaders!" Scootaloo corrected him in agitation.

"Oh, of course," Discord chuckled, "Silly old me. What is it you want? I'm kinda busy here."

"By destroying our crops!" Apple Bloom accused in outrage.

"Oh, goodness no, little Apple Bloom. I am here to help the Apple Family." he said slyly.

"How does destroying our crops help?" Apple Bloom asked rhetorically.

"I am not destroying them, rather I am experimenting with them." he said, as he snapped his fingers again transforming another apple.

"Experimenting?" Sweetie Belle asked.

"Yes. Princess Celestia and the Apple Family have allowed me to do this experiment of mine as long as I remain true to my word and not cause mischief," he plucked one of the gnarly colored apples, "Here, try one."

"I don't know..." Apple Bloom answered, still suspicious of the master of chaos, but did it anyway. The group watched the filly chew the apple before swallowing it. Suddenly a bright look grew on her face, "Hey, this apple tastes just like a cupcake."

"Correct." Discord smiled.

"Really, let me try." Scootaloo pleaded.

"And me." Sweetie Belle added.

"Of course." Discord gave them each one of the different colored apples.

The two ate them, and Sweetie Belle spoke, "Mine tastes like chocolate pudding."

"And mine tastes like strawberry ice cream." Scootaloo put in.

"Yes, it's the beauty of my new idea. Apples that can taste like anything," Discord explained, "Applejack and Princess Celestia approved of it, so therefore I am not doing anything wrong."

"These would definitely sell like crazy." Apple Bloom admitted.

Discord smiled at their enjoyment before he looked over and saw Batman, "Well, well, and who have we here?" he coiled around Batman like a snake, while the dark knight didn't even flinch.

"This here's Batman, Discord." Apple Bloom introduced him.

"He's a superhero." Scootaloo added.

"A hero?" Discord asked, before it came to him, "Oh, so you must be one of the members of the Justice League Fluttershy told me about. I cannot tell you how honored I am to finally meet you."

"Wish I could say the same if I knew who you were." Batman answered dryly, causing Discord to scowl.

"Batman, this is Discord the master of chaos." Sweetie Belle introduced him.

Batman raised a brow before looking at Discord, "You are the master of chaos?"

"Guilty as charged," Discord smiled, before asking, "You seem rather surprised though."

"Sorry, but the last master of chaos I met didn't look a thing like you."

"Oh?" Discord asked, "Was this other master about this tall, dressed all formally, and carrying a cat with him?" he dressed himself in a black suit and tie, while carrying a cat in his arms.

"Yes." Batman answered suspiciously.

Discord dropped the cat and poofed out of the suit, "Oh, you insult me, sir. Comparing me and that brat Klarion is like comparing Prince Blueblood and Prince Shining Armor."

Batman was confused as to what he meant but spoke of another bit of info he said, "You know Klarion?"

"Of course we do. All matter of creatures of chaos know each other. Why just last week I had tea with Loki, now he's got more personality and a sense of humor than Klarion."

"I see. As much as I'd love to stay and talk chaos, I'm here for a pick up." Batman explained.

"Of course. I won't hold you up," Discord cleared a path for him, as Batman went to collect the apples from Applejack, "Stiffer than the stiffs during my day." he said as Batman came back carrying a bushel of apples, "Have a lovely day, Batman. And remember what good is there in a world without a little chaos?" he chuckled at his joke.

Batman thought to himself, 'Joker would love him.'

* * *

Later on, Batman was on his way back to the castle, until two unicorns popped in on him. Unknown to him it was Flim and Flam wearing different clothing and wigs to disguise themselves.

"Well, hiya there, stranger." Flim greeted him.

"You're just the one we were looking for." Flam added.

"Excuse me?" Batman asked.

"We're allowing customers to try this free sample of a new fragrance we've developed. And you're our first volunteer." Flim said, as he pulled out a perfume spray bottle, and sprayed it multiple times into Batman's face.

Batman coughed and rubbed his eyes before he saw the two sales ponies were gone. Feeling disturbed enough he proceeded back to the castle, unaware of Flim and Flam watching from behind a bush smirking.

That night, Batman was walking around the castle after having read enough books from the library decided to turn in. As he passed an open window, he heard a voice, "Batman..." he looked out the window seeing no one around. He dismissed it before he heard it again, "Batman... Come out and play."

He looked out the window and thought, "That voice, it can't be." he pulled out his grappling hook and swung out the castle window.

When he reached the ground he walked around the dark empty streets of Ponyville. Hearing no sound at all never meant good by him. He glanced down an alley and saw a figure peek back into it. Batman raced to the alley and slid to a halt seeing no one there. He still remained suspicious, but decided to continue his search elsewhere.

When he turned around he got slugged in the face causing him to back up. He opened his eyes to see his long time enemy Joker standing before him.

"Evening, Batsy." he snickered.

"Joker, but how?" Batman demanded.

"Oh, that's not what matters now, Batman. All that matters is I'm here now, and you are mine." he grinned.

Batman frowned, as he tried to attack the clown, but missed, and got shocked by Joker's trademark electrical handbuzzer.

"Shocking isn't it?" Joker laughed.

Batman got back, and continued to fight Joker. But even when he landed some blows, Joker continued to get up and struck harder. Batman thought, 'This can't be. Joker isn't strong like this.'

"What's the matter, Bats, off your game tonight?" he chuckled.

Batman ignored the taunts and continued to fight, until he heard voices call out to him, "Batman! Batman!"

Suddenly light shined on him and the Joker, as they saw Twilight using her magic as a light, along with Diana, Flash, and Superman, "What're you doing out here?" Diana asked.

"Joker, he's..." Batman looked over and saw Joker was nowhere in sight, "What?"

"Did you say Joker?" Flash asked.

"He was right here." Batman assured him.

Superman looked around using his X-Ray vision, "I don't see him around."

"But that's impossible." Batman gasped in confusion.

"Bats, you seriously need to relax more," Flash suggested, "Let's go back to the castle, get some rest, you'll feel better in the morning."

Batman was escorted back by Diana and Superman with Twilight and Flash following. The dark knight looked back at the alley knowing there was no way Joker could've escaped that fast before the others showed up.

**(And there's the chapter. Shocking huh, The Flim Flam bros were tasked with getting rid of Batman, and now Joker suddenly shows up and vanishes. What could it all mean? Stay tuned for next time.)**


	11. Worse Fears

**(I'm back again with another chapter. Now find out exactly why no one saw the Joker, and what Batman has to do to stop it.)**

The very next day at Twilight's castle, Batman was explaining everything to his team, the ponies, and Spike, "And that's when they showed up." he concluded.

"Hold up, Batman. You're saying your arch nemesis the Joker is here in Equestria?" Applejack inquired.

"Yes."

"How's that possible? Luthor was the only one that came with us to Equestria." Flash reminded him.

"I wouldn't be surprised if Luthor found a way to get Joker here." Batman replied.

"If he could get Joker here, think of who else he could bring here." Lantern noted.

"I don't understand how we didn't see Joker if he was right there beside you when we arrived." Diana told Batman.

"If only J'onn were here he may be able to find out why." Hawk Girl said.

"Too bad he's currently searching Equestria for any leads on the Changeling's location." Spike said.

Batman stood up, "I'm gonna go out and try and find clues where Joker could've gone." he took his leave.

"Shouldn't we go with him?" Rarity asked the league.

"He prefers solo when it comes to his own rogues gallery." Flash answered.

"Um, just how bad is this Joker?" Fluttershy asked.

"He's one bad clown that's not funny." Superman explained.

"A clown bad and not funny?" Pinkie asked, "That just doesn't fit."

"In Gotham, clowns are never funny." Superman noted.

"Even worse." Pinkie gasped.

* * *

Soon Batman was walking about Ponyville, before stopping at the alley way where he and Joker fought. He looked all around hoping to find some type of hint or clue the Joker may have left behind to give him a lead. He searched the entire alley top to bottom finding no clues at all.

"Batman?" a voice asked, as the cape crusader spun and whipped out a batarang. When he saw it was the Cutie Mark Crusaders, he lowered the weapon.

"What're you doing?" Apple Bloom inquired.

"I'm trying to find something."

"What kind of something?" Sweetie Belle asked.

"I had a run in with a familiar face here and I'm looking for any clues that may lead me to his whereabouts."

"Ooh, can we help?" Scootaloo asked hopefully, "We can be Cutie Mark Crusader clue finders!" the three stood together.

"Thanks, but this is dangerous work. You three should go elsewhere and let me do my work." Batman suggested.

"But we can be of great help." Apple Bloom pleaded.

"Trust me, I got all the help I need." he replied. The three seeing he didn't want their help didn't wanna push it any further. So they trotted off leaving the caped crusader to do his thing.

Meanwhile at the lair of the Changelings, Luthor and Chrysalis were meeting with Flim and Flam, "So it worked?" Chrysalis asked.

"Like a charm." Flim answered.

"Excellent." Luthor smirked.

"So then, Luthor, about our fee." Flam began, only to be interrupted by the business man.

"Not so fast. There will be no pay to either of you until Batman is once and for all eliminated."

"Well, we assure you that will be soon enough." Flim promised.

"Come nightfall and he's as good as done." Flam added.

"I'll hold you to it." Luthor answered, as the brothers left.

* * *

As the sun was going down, the league, Spike, and the ponies went to the scene to find Batman still inspecting the place, "Anything?" Flash asked, only to receive a glare from Batman giving him the hint, "Ok, then."

"You've been at this all day, you should take a break." Diana suggested.

"I don't take breaks, and neither does Joker." Batman reminded her.

Applejack trotted over, "Bats, now I've been told how hard headed you can be when it comes to this kind of stuff. But if you keep doing this without food or sleep you'll be in no position to do anything in the morning."

"I'm used to this work." Batman replied.

"Even so, we can't have ya doing that here."

Twilight went over, "Applejack's right. If you want to find Joker you'll need to be at your full strength."

"I'm with the egghead." Rainbow agreed.

"And don't make us have to drag you back to the castle." Lantern warned him.

Batman glared at them as if challenging them, but eventually collapsed from exhaustion. Superman and Flash quickly caught him, as the speedster spoke, "Well, that saves us the trouble of binding him and dragging him back." So they took Batman back to the castle.

That night Batman was on his bed sleeping, until he heard a voice, "Batman," He shot up and gasped. He looked around the room seeing no one was there. He was about to fall back asleep, "Batman." he jumped out of bed and looked out his guest room window seeing someone was creeping around.

He whipped out his grappling hook and swung out of the castle and landed on the ground. He went in pursue of the culprit, until said culprit stopped.

"Joke's over, Joker." Batman ordered.

"On the contrary, Batman," the figure spoke, "You got the wrong guy." he revealed to be Riddler.

This took Batman by surprise, "Riddler?"

"Now you got it." Riddler chuckled.

"How did you get here?" Batman demanded.

"Well, isn't that the big question?" Riddler humored him, "If you want to know the answer, you've got to catch me." he took off.

Batman frowned as he went in pursuit of him. He then threw his bat-bolo, but saw it didn't catch his enemy, 'No. I never miss.' he thought, as he continued to pursue the Riddler.

* * *

Meanwhile at the Cutie Mark Crusader Clubhouse, the trio of fillies who were having a sleepover inside their HQ were awoken by the sound of running across the field, "What is that?" Apple Bloom asked, while rubbing her eyes.

They looked out their clubhouse window to see Batman running, "It's Batman." Scootaloo said.

"But what's he running from?" Sweetie Belle asked, seeing nothing else around.

"I don't think he's running away," Apple Bloom stated, "It looks like he's running after something."

"After what?" Sweetie Belle wondered.

"Let's find out." Scootaloo smirked.

"But Scootaloo, Batman told us he can handle things." Apple Bloom reminded her.

"Don't you see? This is our chance to prove ourselves as Cutie Mark Crusader sidekicks." Scootaloo explained.

"Hmm, that is something we've never tried before." Sweetie Belle admitted.

"But he's headed for the Everfree Forest." Apple Bloom noticed.

"Then he'll really need our help. Come on, Crusaders!" Scootaloo called, as they left their clubhouse and followed the caped crusader into the forest.

Batman still in pursuit of Riddler followed him into Everfree, until the villain skidded to a halt before a pond, "Well, looks like you caught me, Batman."

"Now answer my question." Batman ordered.

"Sure, after a little dip." he dove into the pond.

Batman ran to the pond hoping to pull him out, but to his surprise something new erupted out of the pond. Now Batman found himself facing Killer Kroc.

"You?" Batman gasped.

"Yeah. You were expecting someone else?" Kroc asked, as he fought Batman who defended himself before getting swatted aside.

Batman got up and was prepared to attack, only to get punched to the side by Bane. Batman was once again on the ground, before looking up at the two muscular villains from his rogues gallery. Before he could whip out a batarang, he was getting shot at by a tommy gun. He ran from the shots and saw Scarface the dummy and the ventriloquist Arnold Wesker.

"How is this possible?" Batman gasped.

"Oh, it's possible, Batman." A familiar voice said, as Joker walked in on the scene with Harley.

"What's going on, why're you all here?" Batman shouted.

"It's not just us, Batman." Riddler answered, as he suddenly walked out from the shadows of the trees.

"It's all of us." Joker concluded, as Batman saw more villains from his rogue gallery appear. Villains including Mad Hatter, Mr. Freeze, Poison Ivy, Scarecrow, Clayface, Two-Face, Penguin, Ra's al Ghul.

Batman was horrified to see just about all his major villains gathered together in Equestria, "No!" he gasped.

"Oh, but your eyes don't deceive you, Batsy," Joker began, "Or do you prefer to be known as Bruce?" he laughed.

"Get him!" Riddler called, as the villains went on the attack with their hated enemy.

Batman struggled against his enemies, while the CMC galloped over and watched Batman was moving around oddly and letting himself fall to the ground, "What's he doing?" Apple Bloom asked.

"Is he trying to be a mime?" Sweetie Belle wondered.

"I hate mimes, they're annoying." Scootaloo said.

Apple Bloom trotted over, "Uh, Batman?"

Batman turned around and shouted, "Get out of here!"

"Huh?" they asked.

Batman watched as Joker and the others saw them, "Ooh, aren't they precious?" Joker chuckled, "Let's have a little fun with them?" he offered to the villains who were ready to attack them.

"NO!" Batman flipped over the villains and blocked them, "I won't let you harm them! Girls, you've got to get out of here now!"

"Why?" Sweetie Belle asked.

"And who're you talking to?" Scootaloo asked in confusion.

Batman was confused at their claim only to get punched by Bane knocking him onto his knees, "Are you trying to be a mime?" Apple Bloom asked.

"You're in danger, can't you see it?" Batman asked.

"Batman, there's nopony here but us." Sweetie Belle said.

Batman kept getting more confused as he looked back at his enemies, "I don't understand."

"Reason is simple, Batman," Scarecrow began, "You're slipping into insanity. Don't run from it, embrace it. Accept that you are crazy."

"Yes, Batman. There's nothing wrong with that. It's done wonders for me." Joker grinned.

Batman pondered on what's been happening and remembered his run in with Joker the previous night. He vanished when the others arrived and Superman wasn't able to pick him up anywhere with his X-ray vision, "You. You can't be real, none of you are!" he called the villains out.

"But we are." Ivy replied.

"We are the nightmares that plague your mind. We are the shadows of your darkest dreams." Mad Hatter explained.

Batman continued to remember what happened, recalling how once Twilight's magic iluminated the area in the alley right at the moment Joker vanished, "Maybe in the dark," he muttered, "Sweetie Belle, give me some light with your magic!"

"What? I don't think I can..."

"Just do it!"

Sweetie Belle was taken aback by his demand, "Ok, I'll give it a try." she started concentrating.

"What're you trying to accomplish?" Riddler inquired.

"This is not real, none of you are real. Just figments." Batman declared.

The villains frowned, as Joker called, "We're real enough to finish you!" the villains charged for Batman, only for Sweetie Belle to create light around Batman and her friends.

Batman watched as the light shined Joker and the rest of the Rogue's gallery vanished into thin air, "Batman, are you ok?" Apple Bloom asked as she and Scootaloo galloped over to him.

"It's ok, Apple Bloom. I'm all right." he panted before passing out.

"Batman!"

"Apple Bloom!"

The three fillies looked over seeing Twilight, Applejack, Flash, Diana, and Superman rush over, "What happened?" Diana asked.

"Batman said everything's fine now." Apple Bloom answered.

"Ok, but what is fine?" Superman inquired.

"We don't know. He said we were in danger, but nopony was around here." Scootaloo said.

"We better get him to Zecora, she might be able to help him." Twilight suggested.

"You may want to keep light shining around him, he said he needed it." Sweetie Belle suggested, as she could no longer keep her horn on for much longer. Twilight nodded and activated her magic which was able to shine brighter and longer, as they helped Batman along.

* * *

Batman soon started regaining consciousness. The first thing he saw was the inside of a tree, and a zebra looking over him, "What's?" he groaned.

"Easy my bat friend, the bad times have come to an end." The zebra explained.

"Who're you, where am I?" Batman looked around seeing his team, the fillies, Twilight, and Applejack.

"You're in Zecora's house in the Everfree Forest." Apple Bloom explained.

"After we found you we brought you here to be looked at." Applejack said.

"Zecora found out you were infected by a chemical that entered your central nervous system." Superman explained.

"It was causing you to hallucinate. Might that be how you saw Joker when we couldn't?" Flash asked.

"Yes, and it wasn't just Joker this time, but more of my enemies." Batman explained.

"But I have fed you an antidote for a cure, no longer will you see these enemies I am sure." Zecora explained.

"Well, just to be safe, turn out the lights." Batman ordered, as Twilight doused all the candles in the room. Batman looked around seeing he was no longer hallucinating. Giving her the ok, Twilight re-lit the candles.

"What I want to know is how did you get infected anyway?" Diana asked.

Batman started retracing his steps until it came to him, "The fragrance."

"Fragrance?" the group asked.

"On my way back from Sweet Apple Acres yesterday, these two ponies sprayed me with this fragrant wanting me to sample it. Nothing else happened before that or after until night came and I could hear Joker."

"Why would ponies spray you with some kind of drug like that?" Flash asked.

"Anything unusual about those two ponies?" Twilgiht wondered.

"They talked like slick business men."

Applejack's eyes widnened, "Flim and Flam!"

"Flim and Flam?" Flash and Superman asked together.

"Who're they?" Diana asked.

"Two conniving con artist ponies who once tried to run my family our of business, and used my honesty to help sell their fake tonic."

"Con men, something far worse than a crook." Flash said humorously.

"If they sprayed you with something that causes hallucinations then they had to be in league with Luthor." Superman stated.

"Who else here would want us eliminated?" Diana asked.

Batman sighed, "Well, at least now that I'm cured I can rest easier," he got up, "Zecora, thank you for your help."

"Any time, my hero friend." Zecora smiled.

Batman looked down at the CMC, "And you three... If it weren't for you coming to my rescue I might not be here right now. So thank you. Maybe you could be like heroes, in your own ways."

The three fillies smiled at the compliment and high hooved. Twilight spoke, "Well, we better get going. Thanks again, Zecora." the group left the forest and headed back, unaware of a single Changeling was watching them before flying off.

Sometime later at the Changeling lair, Luthor and Chrysalis were told of what happened, as Luthor was punching a wall, "I never should've left it up to those con artists!"

"Don't stress out, or you'll bust a gut." Chrysalis warned him, as he glared at her.

"My hired help has failed one too many times. If I don't put an end to the Justice League soon, I'll scream!"

"Don't waste your lungs," Chrysalis said, as she trotted over, "I may know of somepony else who can help set a trap for them."

"Do you now?" Luthor asked.

"Yes, and he's far more competent than the others."

"Then take me to him." Luthor ordered.

"Of course." she spread her wings and flew, with Luthor flying after her eager to see who she was taking him to see.

**(And there you go. Batman was cured of the fear toxin given to him by Flim and Flam with help of the CMC and Zecora. But what villain is Chrysalis taking Luthor to see? Tune in next time.)**


	12. An Adventure

**(Hi, guys. I got my next chapter all prepared. This time Luthor not only gains another ally, but the league meets an iconic pony.)**

One night, Chrysalis and Luthor were flying through the night sky of Equestria. They finally touche down into a jungle, "Where are we?" Luthor inquired out of his partner.

"The one we are seeking lives out here." Chrysalis answered.

"Whoever we're looking for sure loves the outdoors." Luthor replied.

"Quit your complaining and stay close to me." Chrysalis ordered, as the two went on through the jungle.

As they walked in silence, they were suddenly confronted by a bunch of jungle cats. Luthor was about to attack, only for Chrysalis to block him. She used her magic hypnosis on the cats causing them to stand down.

They pressed on before coming to an ancient ruin, "We're here." Chrysalis said.

"This is where he lives?" Luthor asked.

"Yes, nothing like my cave but it's still good." Chrysalis admitted.

"I see no difference." Luthor said.

"Don't be a smart mouth, Luthor. Now come on." she continued forward with Luthor following.

As they approached the ruined entrance to the ruins, they were confronted by two stallion guards carrying spears, "Halt, who goes there?!" one demanded.

"Stand down, boys. It's just me." Chrysalis ordered.

The two guards seeing her lowered their spears, "Oh, you're majesty. What brings you here at this hour?"

"I need to talk with your boss. Is he in?"

"Yes, but he's in the middle of feasting, and he doesn't like to be interrupted." one of them explained.

"I think he'll make an exception for me, don't you think?" She asked, while smirking wickedly at them.

The two guards shook in fright, before one answered, "Come right in, your majesty." they stepped aside for her.

Chrysalis strutted past them, and when Luthor followed he was blocked by the two who crossed their spears, "Hey!" he protested.

Chrysalis turned back at the guards, "He's with me." Upon hearing that, the guards lowered their spears allowing Luthor to follow Chrysalis.

They walked along the ruins, until they saw a bonfire up ahead, with pony guards dancing around it, "Is this some kind of sacrificial ritual?"

"No, just entertainment." Chrysalis answered, as they got closer.

Luthor looked past the bonfire seeing some dog like creature wearing jewelry and was stuffing himself with foods, 'What the?' Luthor thought to himself in shock.

Chrysalis spoke to the creature, "Ahuizotl."

The creature known as Ahuizotl looked to see the changeling queen and her partner, "Well, Chrysalis. What a surprise. I wasn't expecting to see you tonight."

"Oh, you know me, Ahuizotl, always popping in unannounced." Chrysalis humored him, and the two laughed.

Luthor looked at the two in sheer annoyance, before clearing his throat. Chrysalis remembering why they came spoke up, "Oh, yes. Ahuizotl, allow me to introduce to you my new partner. This is Lex Luthor. Lex, meet Ahuizotl; collector of lost relics."

Ahuizotl climbed off his thrown and approached the businessman, "Well, a pleasure to meet you, Mr. Luthor." he offered his tail for Luthor to shake.

Luthor feeling awkward shaking the creature's tail hand, had to play cool, "Please, call me Lex,. And the feeling is mutual." he shook Ahuizotl's tail hand.

"So, to what do I owe this little drop in?" Ahuizotl inquired out of the Queen.

"Well, Ahuizotl, my friend Lex here and I have a bit of a problem regarding some meddlers, and we were wondering if you would be interested in helping us do away with them?" Chrysalis asked.

"What's in it for me?" Ahuizotl asked, while crossing his arms.

Luthor looked to Chrysalis hoping she had an actual plan in case of refusal. Chrysalis smiled, "Well, I happen to know the location of a very priceless artifact in a lost temple." she smirked.

Ahuizotl's brow shifted with curiosity, "And what artifact is that?"

"The Emerald Lotus." Chrysalis answered.

Ahuizotl's look of doubt shifted into interest, "Hmm, I'm intrigued. However, there's no doubt my own rival will get there as well."

"Your own rival?" Luthor asked.

"Yes. Everywhere I got, she's always a step ahead. Curse that Daring Do!" Ahuizotl threw his arms up and waved them around. He realized he was being a drama queen and ceased the dramatics.

"Perhaps, we can work that to our advantage." Luthor smirked.

"How so?" Ahuizotl asked.

"You help us in getting rid of the Justice League, and we'll deal with this Daring Do." Luthor negotiated.

Ahuizotl smirked, and answered, "An amusing proposition, Lex."

"Then you'll help?" Chrysalis asked.

"Of course. Just tell me how we can lure this Justice League out?" Ahuizotl inquired, as Lex and Chrysalis smirked.

* * *

The next morning, at Fluttershy's cottage Diana was helping the pegasus feed her animal friends. Diana brought a bow of acorns and nuts to the squirrels and mice, "Here you go, little ones." the critters each took an acorn or nut and began eating.

Fluttershy flew over, "Good job, Diana. You really have a way with animals."

"Mother taught me that all life is precious, and if you treat others with respect and kindness you will receive it as well." Diana explained.

"That's very true." Fluttershy agreed.

Diana smiled, and spoke, "Though, Fluttershy. Not to sound mean, but I always notice you always seem to panic more than your friends whenever trouble comes up."

Fluttershy did a double take, "Oh, I do?"

"Yes. Not that there's anything wrong with it. I can tell you are a very sensitive pony."

"Well, I do have my moments of fright. But when my friends really need me I'll always be there for them no matter what." Fluttershy explained confidently.

Diana smiled, and stroked the pegasi's mane, "And that's why the others are glad to have you as a friend."

"The same is said for you, Diana," Fluttershy replied, "I notice you like to act as the big sister of your team."

"I do have that role down don't I?" Diana asked, and the two giggled.

"Fluttershy! Diana!" a voice called. As Fluttershy panicked and hid in a bush.

Diana looked seeing it was Flash, "Flash!" she scolded him.

"What?" he asked in confusion, until he saw he scared Fluttershy, "Oops, sorry, Fluttershy."

"Oh, it's just you, Flash." Fluttershy came out of the bush in relief.

"What is it?" Diana asked.

"J'onn's back, and he has news for us about the Changelings."

"Really?" they asked.

"Yeah, so come on. We're all heading to Twilight's castle." he zipped off.

"Let's go." Diana said, as Fluttershy nodded and they took off.

When they arrived at the castle, the girls, Spike, and the league were gathered before J'onn, "So you think you found the Changelings?" Lantern asked.

"My source wasn't a hundred percent sure, but he was sure enough he was what matched the Changeling's description."

"And he checked out?" Superman asked.

"He wasn't lying." J'onn confirmed.

"And where did he say they were located?" Twilight inquired.

"He said he saw some fly in the direction where it's said to be the location of an ancient temple." the martian explained.

"A temple?" Rarity asked.

"That don't sound like the ideal lair of Changelings." Applejack said in skepticism.

"If J'onn's resource checks out by him, then that's all we need." Batman replied.

"Then we should go," Superman said, "Sooner we find the Changeling's the sooner we find Luthor."

"Then let's go!" Rainbow called, as they nodded and headed out.

* * *

Later they were flying through the sky with J'onn holding onto Spike, Superman carrying Applejack and Pinkie Pie, Diana carried Fluttershy and Rarity, Lantern used his ring to help Batman and Flash float alongside him.

"How much further?" Hawk Girl inquired.

"Down here." J'onn answered, as they landed on solid ground in a jungle.

"Why're we landing?" Rainbow asked.

"So we don't give ourselves away." Lantern answered.

"We'll continue on foot from here. Everyone be on guard." Batman instructed, as they started walking.

As they pressed on, the league and the ponies were on high alert. Suddenly there was a purring sound in the air, and Rarity looked at Spike who was walking by her side smiling to himself, "Well, Spike. I never took you for one to purr."

Spike looked up at Rarity, "What do you mean, Rarity? I'm not purring."

"Oh, Spike, there's nothing to be ashamed about it." Rarity teased.

"Rarity, dragons don't purr."

Lantern looked around before realizing what it was, "Dragons don't purr, but they do!" they stopped and saw they were surrounded by multiple jungle cats.

The animals surrounded the group, as Flash cringed, "Uh, nice kitties."

"We can take them." Rainbow said, as she got ready.

Before either side could attacks there was a loud howl coming from all around. The heroes, ponies, and Spike were concerned, but noticed the jungle cats hurried off, "Well, whatever that is got rid of them."

"But what is it?" Fluttershy trembled, as the howl still echoed around.

"It's coming from over there." Twilight motioned to a bush.

They braced themselves, until they saw stepping out of the bush was none other than Daring Do the adventurer, "You all ok?"

"Daring Do!" the ponies gasped.

"She's real?" Spike gasped having heard about her from the girls.

"Daring Do?" The league asked.

"Isn't she that adventurer pony from the book series Rainbow's a big fan of?" Flash asked the girls.

"That's right." Twilight nodded.

Rainbow flew to her idol, "Daring Do, this is so awesome! What're you doing here?"

"I was gonna ask you all the same thing." Daring replied.

"Was that you who drove those cats away?" Fluttershy asked.

"You mean with this?" Daring asked, before she took a deep breath and let out the same loud howl that scared the jungle cats away.

"How ever did you do that?" Rarity asked.

"Lots of practice," Daring answered with pride, before noticing the others accompanying the ponies, "Aren't ya gonna introduce me, Dash?"

Rainbow gasped, "You're right!" she flew over and brought Spike over, "First off, this is Spike. We didn't bring him last time with us, but he's our close friend."

"Well, a baby dragon," Daring began, as she rubbed his head with her hoof playfully, "You're a lot smaller than any other dragon I've encountered on my adventures. And a lot cuter too."

Spike blushed, "Oh, gee."

"And this is the Justice League." Rainbow finished.

"Justice League?" Daring asked curiously.

"They're superheroes, isn't that awesome?!" Rianbow asked with excitement.

"Heroes, huh?" The adventurer asked, as she got a good look at them.

Rainbow introduced them, "This is Batman, Superman, Flash, Diana, Lantern, J'onn, and Hawk Girl. Guys, meet Daring Do, the most awesomest Pegasus in Equestria."

"I thought you said Spitfire was..." Flash began, only for Rainbow to put a hoof over his mouth, and whisper.

"Shut it!" she grinned sheepishly at Daring, who held in a laugh.

"Well, it's nice to meet you all, but what're you doing all the way out here?" Daring asked the league.

"We're looking for someone." Superman answered.

"Really? Because I'm looking for something myself."

"What's that?" Flash asked.

"I'm on a hunt for a relic located in a temple not far from here."

"Oh, and we happened to drop in on it!" Rainbow cheered, "Will you be putting this scene in your next book?" she asked hopefully. Daring rolled her eyes at her fangirl.

"Never mind that," Twilight butted in, "Ms. Do, we have reason to believe an enemy of ours is close by here."

"An enemy of yours?" she asked.

"That's right. And if you're here, then I can assume we may each be on a similar path." the princess explained.

"Hmm, it is strange that we've crossed paths here. So it can't be illogical." the adventurer pondered.

"Perhaps we should stick together on this?" Diana suggested.

"That's an awesome idea, Diana!" Rainbow cheered, before calming down, "I mean if you want to that is, Daring Do."

Daring looked at the group and smiled, "Well, after you all helped me in my previous quest, why not again?"

"Yes!" Rainbow cheered.

"We better get going." Batman said.

"Right, follow me." Daring said, as she led the way, and they all followed her to where they needed to go.

**(And there's the chapter. And you see it now. Daring Do and Ahuizotl have joined the fray with the League, Ponies, Chrysalis, and Luthor. What will happen to them next time? Wait and see.)**


	13. In and Out the Temple

**(And here's the next part to my previous chapter. I hope you all enjoy seeing the League, The Mane Six, and Daring Do, team up against their enemies.)**

Daring Do led the ponies, Spike, and the Justice League through the jungle, while making sure to keep an eye out for any unwanted attention.

"So what is it you're after, Daring Do?" Hawk Girl inquired.

"An artifact known as the Emerald Lotus," she began, "The temple in which it is said to be in is on the other side of this jungle."

"And that's why we need to get there fast before Ahuizotl gets there." Rainbow added.

"Aguizotl?" Lantern asked.

"My arch enemy who also intends on collecting rare artifacts like myself." Daring explained.

"You don't suppose he and Luthor are working together do you?" Flash asked.

"It wouldn't be illogical." Batman answered.

"Who is this Luthor?" Daring asked.

"He's there arch nemesis." Applejack answered.

"He came with us to this world, and we've been desperately trying to find him so we can bring him back with us." Superman explained.

"Of course, we still need to find a way back." J'onn added.

"But as long as we got Luthor under our custody we can be less stressed." Flash explained.

"Hey look at that!" Pinkie called.

They all went up ahead and saw a temple from a cliff side, "Is that the place?" Rarity asked the adventure pony.

"No doubt about it." Daring answered.

"So what're we waiting for?" Rainbow said, as she was about to zip off, only for Superman to grab her by the tail keeping her in place.

"Hold it, Rainbow. You know rushing into these things is a bad idea." the man of steel explained.

"Superman's right, we need to be cautious about this." Twilight added.

"Agreed, so let me lead the way." Daring said, as she flew first, while the league flew the non fliers behind her.

* * *

When they reached the entry of the cave, Batman reached into his belt and pulled out a bat flare to give them light. Daring led the way and spoke, "Stay close, it can be easy to get lost in here."

Flash accidentally stepped on a tile that launched arrows from the walls at them, "Look out!" Lantern used his ring to project a barrier around them deflecting all the arrows.

Lantern lowered the barrier, as Daring scowled at Flash, "And it's just as easy to set off a trap."

"Oops." Flash said sheepishly.

"Come on." Batman said, as they pressed on.

They continued through the temple, before they stopped and saw a table loaded with multiple tiles out of place, "Looks like we got us a little puzzle here." Daring said.

"And the only way to get to the next room is if we solve it." Twilight deduced.

"How hard can it be?" Flash asked, as he took a look at the puzzle as if trying to solve it. The girls watched thinking he knows what he's doing, until he spoke up, "Yeah, I got nothing." they all face faulted.

"Let me." Batman said, as he looked at the puzzle as if really analyzing it. Suddenly he started moving the pieces to match them up.

Daring whispered to the group, "He looks like he knows what he's doing."

"Bats is an expert with solving stuff." Rainbow boasted for him.

Batman suddenly moved the last tile to reveal it was in the shape of a lotus blossom. Suddenly they saw a passage way open up, "He did it!" Fluttershy gasped.

"Of course he did." Flash answered.

"Let's go." Daring said, as they continued onward.

They walked down the path, until they saw a light at the end of the tunnel, "That must be the way out." Twilight gasped.

"Come on, yall." Applejack called, as they hurried to the end.

When they reached the end of the tunnel they found themselves in an empty room with an open ceiling high above them, "There's nothing in here." Diana said.

"On the contrary my dear, there is plenty." a voice called out.

"What was that?" Superman asked, as they looked around.

Daring looked above and saw Ahuizotl looking down on them, "Ahuizotl!" she frowned.

"That's Ahuizotl?" Flash asked.

"Correct, and I have with me an acquaintance of yours." Ahuizotl said, as Luthor stood by his side.

"Luthor!" The league called.

"Nice to see you all." Luthor chuckled.

"So that's Luthor?" Twilight asked, finally seeing him up close.

"Get him!" Superman called, as they were about to fly up.

"Not so fast!" Ahuizotl pulled a lever, and suddenly a passage opened up, and he and Luthor went into it.

"Come on!" Daring called, as they flew to the lever and pulled it.

The passage opened and they went in only to discover it was a slide with them sliding down it. The group screamed, cheered, and cried as they slid down a lot of zigzag turns. Finally they crashed at the bottom, and Rainbow popped up, "Whoa! Yeah! Who's up for round two?!" when she received glares in respond she looked sheepish, "Ok, maybe not."

"Come on, we got to catch up to them." Daring said, as they hurried.

* * *

Meanwhile inside another chamber, Ahuizotl walked up to a pedestal containing the Emerald Lotus, and used his tail to swap the relic with something else so quickly he wouldn't trigger the trap.

"Yes, the emerald lotus is mine." Ahuizotl cheered, as he placed it in a bag.

"Good for you, now let's get ready, they should be here any moment." Luthor said.

"You talking about us?" Flash asked, as the group entered the chamber.

"Ahuizotl, I'll be taking that now." Daring told him.

"And give yourself up, Luthor." Superman ordered.

"Sorry, Superman, but I have no intention of surrendering." he answered.

"And neither do I." Ahuizotl said, as he snapped his tail's fingers and many of his guards came out of hiding, as did multiple changelings.

"Attack!" Luthor ordered, as the henchmen went on the attack.

"Scatter!" Daring ordered, as they separated.

The ponies and the league fought both Ahuizotl's guards and the changelings, while Daring and Superman went for Ahuizotl and Luthor.

Daring flew circles around Ahuizotl to confuse him, "This is not like you to be seen with a whole group, Daring Do?"

"What can I say? I've learned to appreciate company." Daring answered smugly.

"Then you can go down together." Ahuizotl said, as he tail whipped her.

Daring was almost sent crashing into a rock, until Flash zoomed over and caught her, "You ok there?"

"Don't worry about me." she flew out of his embrace and went back to fighting Ahuizotl.

Meanwhile, Superman and Luthor were throwing punch after punch, as the man of steel spoke, "You've been causing our pony friends a lot of trouble with their own enemies."

"Even so, their failures were just as worse as the others I've foolishly thought I could depend on back home." Luthor replied.

"Then why stick around with them?" Superman asked, as he slugged Luthor into a wall.

"For good measures." Luthor answered, as he jumped away from the wall and fought Superman.

Batman while fending off against some changelings, saw Ahuizotl holding the bag containing the relic Daring was after. He whipped out a batarang and threw it cutting the bag opened.

"NO!" Ahuizotl saw the emerald lotus fell out of the bag.

Lantern quickly used his ring to catch the relic with a green energized hand and brought it over to him, "I got it!"

"Good job, Lantern!" Daring smiled.

Ahuizotl called, "Get him!"

His guards tried to attack Lantern, but the others defended him, until Flash saw the pedestal with the substitute on top of it, "Hey, Ahui, what happens if this came off?" he bumped the substitute off.

"NO, YOU FOOL!" Ahuizotl called.

Suddenly the whole temple started shaking, "What's happening?" Fluttershy cried.

"I don't know, but I don't wanna be in here to find out!" Applejack called, as the place started coming down.

"We need to get out of here!" Batman ordered.

"Allow me." Hawk Girl swung her mace to the ceiling putting a giant hole in it.

"Let's go!" Twilight ordered.

"What about Lex?" Diana asked, as they saw Superman still fighting Luthor.

Superman had nailed Lex into a wall again, and was about to grab him, until Batman called, "We need to go now!"

"But Luthor!" Superman reminded him.

"Don't worry, we'll see each other again soon." Luthor said, as the changelings used their magic combined to teleport themselves and Luthor away.

Superman looked displeased, but went back to join the others who escaped from the hole, as the temple caved in. As they flew off Ahuizotl emerged form the rubble, "I'll get you next time, Daring Do!"

Soon they returned to the cliff in which they could see the ruins of the temple, "Good news is we got out with our lives and got the artifact." Flash said.

"Bad news is Luthor got away." Superman said in disappointment.

"Don't worry, Superman, we'll get him next time." Twilight promised him.

"Twilight Sparkle is correct," J'onn agreed, "I feel we will see him again soon as he said so himself."

"That's what scares me." Superman admitted.

Lantern handed the artifact to Daring Do, "Thanks for you help, guys. Believe me when I say I really appreciate this."

"No problem, that's what friends are for," Flash answered, until he asked, "You do consider us friends don't you?"

Daring smiled, "You bet." Rainbow squeed in joy. Daring flew up, "Well, the artifact has been found, Ahuizotl's been defeated, all that's left is to start on my next book." she said before taking off, as they bid her a farewell.

* * *

Back at the Changeling lair, Luthor was meeting with Chrysalis, "Your so called source was an utter failure!"

'Yes, Ahuizotl has been known to blunder on certain occasions. I guess we caught him at one of those times." she replied.

Luthor frowned, "Do you think this is funny?"

"Check the face. Do you see me laughing?" Chrysalis asked.

"I need some time to myself." Luthor said as he stormed off, past the rest of his supposed Injustice League of creatures who knew better than to get in his way.

Luthor was outside the cave and pounded a wall, "Failure after failure! These fools are no better than the ones back home. But still Chrysalis and her changeling's magic is very powerful when fueled by enough love. Maybe I should instead harness it for myself." he smirked.

**(And there's the chapter. Luthor and Ahuizotl have failed, but Luthor's got a new plan in mind. Don't miss next time, readers.)**


	14. An Invasion

**(Welcome back readers. I'm coming down to the wire with this, and I hope you're all prepared for the finale. Enjoy away.)**

One morning at the Crystal Empire, the Mane Six, Spike, and the Justice League got off the train and passed through the archway entering said Empire.

As they walked through the town, Flash looked around in amaze, "Wow, no wonder it's called the Crystal Empire."

"It's beautiful." Diana said in awe.

Lantern looked at Twilight, "So your brother and fellow Princess rule this whole kingdom?"

"That's right. When the Crystal Empire returned after a thousand years of being vanished into thin air, they took over the Empire to lead the Crystal Ponies." The Princess of Friendship explained.

The girls and Spike brought the League to the castle, where Superman noticed a rotating crystallized heart, "What's that?"

"That's the Crystal Heart," Twilight explained, "It's what protects the Crystal Empire from any and all outside threats."

"It's fueled by the love and will of all the Crystal Ponies." Spike put in.

"It must be very powerful if it's powered by the love of every inhabitant in the empire." J'onn believed.

"Mm-hmm." the girls nodded.

And so they entered the palace, and walked through a hall before entering the throne room seeing Twilight's brother Shining Armor and Princess Cadence.

"Shining Armor! Cadence!" Twilight called.

The royal couple galloped over and nuzzled her, "Twily, it's good to see you."

"It's always wonderful to see you and your friends visit," Cadence added, until she and her husband saw additional company, "And we see you brought some more friends for us to meet."

"That's right, come on," She brought them over, "Shining Armor, Cadence, meet the Justice League. There's Batman, Superman, Diana, Flash, Lantern, J'onn, and Hawk Girl. Guys, this is my older brother Shining Armor, and my sister-in-law Princess Cadence."

"Please, just call me Cadence," The princess began, "And we welcome you heroes to the Crystal empire."

"Twilight, Princess Celestia, and Princess Luna have been telling us all about you guys protect your world from crime and destruction." Shining said.

"As well as what you've been through here in our world." Cadence added.

"Then you know of the alliance between our culprit Luthor and Chrysalis the queen of Changelings?" Batman inquired.

"We do." Shining answered, with a sigh.

"And trust me, we also have history with her." Cadence added looking dismal about the memory.

"We understand." Superman said, having heard about their story.

The couple dismissed the memory and Cadence spoke, "Well, feel free to explore the empire and educate yourself. I myself was on my way to the Crystal Spa, would any of you care to join me?"

"A day at the spa?" Rarity gasped in joy, "Count me in!"

"Sounds great." Twilight added.

"I could use some relaxation." Fluttershy admitted.

Rarity turned to the ladies of the League, "Hawk Girl, Diana, would you two care to join us?"

"Sounds fun." Diana smiled.

Hawk Girl was unsure, "I don't know, I'm not the spa type." she suddenly found herself getting nudged by Rarity.

"Don't be ridiculous, darling, nothing could be more pleasant than a relaxing day at the spa."

"Guys!" Hawk Girl called, but none of them helped her, as Twilight, Diana, Cadence, and Fluttershy followed.

"Ok, so they got the spa," Flash began, "So what can we do?"

Rainbow spoke, "Flash, you and the guys have to see the Crystal stadium."

"Crystal stadium?" Lantern asked.

"Yeah, it's where we held the Equestria Games." Shining explained.

"Equestria games?" J'onn asked.

"A big time event where ponies and athletes representing various locations gather together to put their skills in certain fields to the test." Pinkie explained.

"Sort of like the Olympics." Superman stated.

"Olympics?" Applejack asked in confusion.

"Nevermind, let's go see that stadium." Flash suggested, as the guys walked off.

* * *

Meanwhile at the Changeling Cave, Luthor was busy constructing something, "Yes. Finished." he smirked.

"Luthor," Chrysalis' voice came, as she walked in on him, "There you are. I was hoping you hadn't gone wandering."

"I was busy all night." Luthor answered.

"Busy with what, may I ask?" The Queen inquired.

"I've created this for you." Luthor presented the Queen with a metallic necklace with a green gemstone in the center.

Chrysalis eyed the trinket, and spoke, "Aren't you supposed to take me to dinner before offering me such a gift?" she flirted.

"This isn't that kind of gift," Luthor answered with a faint shudder, "I've used whatever metal or alloys I could scrounge up from my suit and the land and configured it all into this energy enhancement device."

"Energy enhancement?" Chrysalis asked intrigued.

"Yes. Wear that and your power will increase ten fold."

"Ten fold you say?" Chrysalis asked feeling pleased.

"Yes, and if you use your magic you can duplicate it for each of your changelings, even our allies." Luthor tempted her.

"Perfect. I shall do so," she levitated the necklace onto a table, but before she could duplicate it Luthor spoke up, "Before you do however, I worry that our allies may still not be up to speed with us and your subjects."

Chrysalis pondered, "True, they were already defeated by the girls and the Justice League, and wouldn't stand a chance out there if we sent them in battle."

"Then perhaps you could give them a little boost in power yourself?" Luthor suggested, "Surely you have the ability to transfer your magic into others don't you?"

"You are correct. And it may be just what they need to prove their worth to us once again. Very well, I shall see them personally."

"Do so." Luthor said, as she walked away unaware of him smirking.

About an hour later, Luthor and Chrysalis stood before the entire Changeling armada who were wearing a duplicated energy enhancer around their necks like Chrysalis was. The Queen addressed her subjects.

"Listen my, subjects," she began, "Today we shall bring vengeance upon the ponies who aided the ones in defeating us as well as those heroes of the Justice League!" the changeling armada cheered, as she continued, "My sources have indicated they can be found at the Crystal Empire, which is where we shall go."

A single Changeling raise its hoof, "You're highness, if I may speak up? How can we get into the Crystal Empire when it is protected by the magic of the Crystal Heart?"

The queen answered, "Simple, Luthor shall sneak in and remove the Crystal Heart from place allowing us to enter. Then once we've taken over the Crystal Empire, we shall then take Canterlot, and then all of Equestria! And with the energy enhancers given to us by Luthor, we shall be stronger than ever!" the army cheered.

Luthor turned around and looked at some figures in the shadows, "And I trust all of you are prepared for this?"

Stepping out from the shadows were Garble, Rad, Glut, Gilda, Lightning Dust, Suri, Flim, Flam, and the Diamond Dogs, only their bodies were black and had taken on the appearance of Changelings mixed with their very forms. Each one was also wearing an energy enhancer like the Changeling Armada and Chrysalis.

"We're more than ready." Garble answered.

"And with these cool new powers the Queen gave us, we're ready to kick some serious butt." Gilda added.

Luthor smirked, "Good."

* * *

Back at the Crystal Empire, the guys were walking for the Crystal Stadium, until Flash spotted a crystal Statue of Spike holding the Crystal Heart, "Hey, Spike, you must be popular here?"

"I do have a certain reputation here." Spike admitted, until two female Crystal unicorns trotted over looking excited.

"Great and _Honorable Spike _the Brave and Glorious!" one of them began, as they held out two pieces of parchment and a quill.

"May we have your autograph?" the second asked.

"Sure." he signed his name on their parchments, and they galloped off squealing like fangirls.

"Ok, explain." Lantern said.

"Well, the first time we came to the Crystal Empire, Twilight and I had to find the Crystal Heart located in the castle," Spike explained, "Twilight got captured and sent me to bring the Crystal Heart to Cadence, since then the ponies here have looked to me like a hero."

"I hope that hasn't gone to our head like it does to others." Batman said, while motioning to Flash, who didn't notice.

"Nah, I'd never let that happen." Spike chuckled, only for Applejack, Rainbow, and Pinkie to roll their eyes.

They entered the stadium and saw pony guards were galloping laps to get into shape, "Our Crystal guards use it at this time as a training field." Shining Armor explained.

Lantern looked around smiling, "Reminds me of my days back in the service."

"I could run circles around these guards." Flash boasted, while some of the guards glared at his mock.

"Flash, for the sake of their pride, zip it." Superman warned him.

"Ok-ok." Flash said, deciding to give it a rest.

"I wonder how the girls are doing with their spa day?" Lantern wondered.

At the Crystal Spa, Twilight, and Cadence were getting hooficures, Rarity and Fluttershy were in the crystal mud baths, and Diana and Hawk Girl were lying on massage tables, as some Crystal Spa ponies were giving their backs massages.

"Ooh, isn't this divine?" Rarity asked Fluttershy.

"It's wonderful." she answered.

Cadence called over to the two heroines, "How're you two enjoying the treatment?"

"Very relaxing." Diana admitted.

"Truth is I'm not used to this sort of thing." Hawk Girl admitted, feeling a bit discomfort.

"Just give it a chance, Hawk Girl." Twilight said, as she enjoyed her hooficure.

* * *

Outside the Crystal Empire, Luthor approached the entrance while wearing a cloak to cover himself up. He stepped through the archway and snuck around the Crystal Empire making sure not to be seen by any of the crystal ponies. When he made it to the castle, he saw the Crystal Heart.

"All I have to do is take that and the invasion can begin." he went over and grabbed the Crystal Heart stopping it in place and pulled it out of it's spot. Suddenly the barrier that surrounded the empire became visible and started fading, thus taking all of the Crystal Ponies by surprise.

At the stadium, the guys saw the barrier fading, "What's happening?" Batman asked.

"The barrier's disappearing." Shining gasped.

"Something must've happened to the Crystal Heart." Applejack figured.

"Come on!" Lantern called, as they all headed back.

At the spa, the girls heard the commotion outside, "Sounds like trouble." Hawk Girl noticed.

"We better go." Twilight suggested, as Cadence nodded, before they left the spa.

Back with Luthor, he held the Crystal Heart and smirked, until he heard a voice call out to him, "Luthor!" he looked seeing Superman, the rest of the male league members, Rainbow, Applejack, Pinkie, Shining, and Spike arrive.

"So that's Lex Luthor?" Shining Armor asked.

"Righty-o." Pinkie answered.

"He's got the Crystal Heart!" Rainbow gasped.

"That's right." Luthor answered.

"Return the Crystal Heart!" Cadence called, as she and the others arrived.

"Sorry, Princess, but my partner and I can't have that." Luthor answered, before a compartment in his suit opened up and he placed the Crystal Heart inside it.

Suddenly they all looked up and saw Chrysalis and her Changelings descend from above, while Chrysalis hovered at Luthor's side, "Well done, Lex. Well done."

"You have some nerve showing your muzzle here." Shining warned the Queen.

"You and your subjects." Twilight added.

"Oh, it's not just us Princess Twilight." Chrysalis chuckled, as they saw dropping in were the old faces from their past.

They all looked repulsed and horrified by their new Changeling-like forms, "What happened to all of you?" Twilight gasped.

"The Queen has given us all makeover." Suri answered.

"And I feel better than ever." Lighting said.

"We're stronger and faster now." Rover explained.

"And more than capable of taking you all down." Garble finished.

"Attack!" Chrysalis ordered, as the Changeling's and Luthor's Equestrian Injustice League went on the attack.

Twilight, her friends, the royal couple, and the Justice League went on the attack against Chrysalis, Luthor, the changelings, or the others, while some of the Changelings flew around the empire to cause trouble.

Superman was engaging Luthor, while the rest of the league was fighting the Changelings their own ways. Rainbow was flying around trying to fight both Gilda and Lightning Dust but was proving unsuccessful thanks to their new Changeling powers and Luthor's power amplifiers.

"Ok, these guys are even harder to fight than last time." Rainbow said, as she dodged a flying tackle from her two former friends.

"No kidding!" Applejack agreed, as she tried bucking some changelings coming at her, but found herself being overrun. Flash ran around knocking the Changelings away and helped Applejack up.

Diana was dealing with Garble and his boys, before speaking up, "Why are they harder to fight than before?"

J'onn who was defending himself from Flim and Flam's magic beams enhanced by Changeling magic spoke up, "It's the collars they're wearing around their necks."

"Correct," Chrysalis answered, "Luthor has given us these amplifiers to increase our strength. And now that we're even stronger, taking over Equestria will be easier than before." she declared.

Luthor turned to his partner and answered, "I don't think so."

Chrysalis turned to him in confusion, "What do you mean?"

Luthor revealed he held a device with a button on it in his hand and pressed it. Suddenly all the Changelings, Chrysalis, and the others wearing the collars were being shocked and their Changeling magic and such were being drained from them and pooling into a similar core Luthor was wearing on his torso when he created the cores for the enhancers.

The good guys watched in shock at what was happening, until they saw their rivals lost their Changeling forms and were normal again, "What's happening?" Garble strained.

"I'm getting weaker." Gilda groaned, as she and the others fell to the ground weakened.

Chrysalis and her Changelings too weak to fly fell to the ground, as the Queen looked p at Luthor, "Luthor, what're you doing?"

Luthor looked down at the fallen queen smugly, "You didn't think I was going to keep this alliance between us up forever, did you? I simply used each and every one of you to get me closer to the Justice League. And now that it's happened, you are no longer of any use to me. But I still can make use of your magic."

"You traitor!" Chrysalis growled, "Your devices not only gave us strength but you rigged them so they could assimilate our magic into your suit!"

"Correct, and now with so much changeling magic stored in me I can use it for my own!" Luthor declared as the Changeling magical aura started surrounding him as he went through a metamorphosis.

Everyone watched in horror as Luthor was changing. Suddenly from where Luthor stood, stood him in a new form. His mechanical suit was black, spiked, stronger looking, and his head had turned as black as night, and on his head were two gnarly shaped horns styled like Chrysalis' giving him devil like horns.

"This is not good." Flash said, while everyone else was too terrified to acknowledge his claim.

**(And there's the chapter. I can imagine a lot of you knew there was going to be betrayal, but not like this. Well, now that Luthor has the magic of Chrysalis and all her subjects powering him he could be a challenge for the League and their friends. Don't miss the exciting battle next time.)**


	15. Friendships Combined

**(And we're back with the next chapter. Hope you're all ready to see the final battle, and a little surprise as well.)**

_Last time, during a nice visit to the Crystal Empire, Luthor snuck in and disabled the protection spell of the Crystal Heart, allowing his Injustice League of the girls rivals, the Changelings, and Chrysalis entry to the kingdom. As the two sides clashed, Luthor pulled a fast one on Chrysalis, and the rest of his employers by assimilating their changeling energy through devices he tricked them into wearing. The Changeling magic powered Luthor up giving him a stronger form._

* * *

The Changeling Luthor descended upon the ground, and looked at himself, "This power coursing through me is unimaginable," he gasped in joy, "I feel stronger, faster, more powerful than ever before."

The heroes and their pony friends were still shocked to see Luthor's new form, "That is one butt ugly human." Rainbow said.

"Yeah, it's like a Luthorling." Pinkie added.

"Meh, I'd go with a Lexling." Flash added his opinion.

"Not the time." Twilight interrupted the two.

As Luthor took a few steps, Chrysalis still on the ground spoke up, "Luthor, we had a deal!"

Luthor looked down at her, "Deal's off. You've given something far better than your service. You've given me your magic. And with it, I can do plenty of damage." he extended his right palm and fired a blast of changeling magic at the heroes and ponies who scattered.

"Ok, I'll bite, what do we do now?" Applejack asked the group.

Batman took a step forward and answered, "Fight till you can't fight anymore."

"I'm with Batman," Twilight took a stance, "All of us together stand a better chance against Luthor, even with his new Changeling magic."

"All of you together?" Luthor asked with an amused chuckle, "Oh, that's a good one."

"She is not joking, Lex." Hawk Girl took a stand.

"That's for sure." Rainbow agreed as she flew by her side.

Their act of boldness got the rest of the heroes, and their friends to take a stand, "You feel lucky taking on all of us, Luthor?" Superman challeneged him.

"Lucky? Who needs luck when you got magic?" he sent another blast of Changeling Magic at them, as they once again dodged.

Flash ran forward and started punching Lex's armor back and forth at the speed of sound, but didn't appear to be penetrating it. Luthor just slammed Flash out of the way.

"Flash!" Rainbow flew in and started flying circles around the mad man, as he tried grabbing her.

He was so distracted he didn't see Superman fly in and slug him, sending him rolling across the ground. Luthor got back up and went head on with the Man of Steel. Batman taking advantage of the situation came at him from behind and stuck one of his explosive batarangs on his suits back. Superman flew back before the batarang detonated.

"You got him!" Spike cheered.

The smoke cleared revealing Luthor's armor still in one piece, "Nice try caped crusader, but your toys won't save you this time." he sent a blast of Changeling magic at him.

Diana jumped in and used her cuffs to block a majority of the blast but was still knocked back, "Diana!" Batman called, as he ran to help her.

Lantern and Hawk Girl took it to the offense by attacking him with ring blasts and mace whacks, "You fools don't get it do you? Your powers cannot affect me this time around."

"Oh, Lexy!" a voice called, as he looked and suddenly met with a pie in the face. When the cream tricked down his face exposing his agitated look. It had came from Pinkie Pie using her party cannon as a pie cannon.

"Smart little!" he fired another blast of magic at Pinkie, who was rescued by Rainbow, but wasn't able to save the cannon.

"MY PARTY CANNON!" Pinkie cried in despair.

J'onn transformed his body into a giant snake and wrapped himself around Luthor trying to crush him. Luthor, however, concentrated and his whole body was covered in green flames, forcing J'onn off him, "Not even the martian is a match for me now."

"But I still am!" Superman called, as the two once again engaged in combat through the streets of the Crystal Empire.

"Doesn't he know not to go all out?" Twilight asked.

"Normally, but in a situation as dire as this, nothing can stop him." Batman answered.

"Then we better help him to make sure he doesn't hurt himself or anypony else." Cadence suggested, as Shining nodded, and they hurried.

Throughout the kingdom, Superman and Lex fought in mid air throwing all they had at each other. Luthor spoke, "You know I still have bits of kryptonite left over from my plan involving the fashion Unicorn?" he mixed some of the kryptonite shards into a magic blast and nailed Superman.

Superman having taken the blow started falling for the ground, as the others looked up, "Twilight, Come on!" Rainbow called, as the two flew up and caught him before bringing him down safely.

"Are you all right?" Flash asked.

Superman groaned, "I'll be fine. Just need to shake it off." he struggled.

"Easy." Lantern stopped him.

"You did good, but we'll take it from here." Twilight said, as Luthor returned to the ground.

"Just surrender and I may spare you." Luthor offered them.

"That's a dirty offer." Applejack said.

"You had the chance." Luthor said, as he once again attacked them.

* * *

Each of the league and ponies were doing their part to strike or distract Luthor, but was proving more insufficient after another. Shining spoke, "How can we fight something like him when he's running on the Changeling's magic?"

"We may have to fight magic with magic." Cadence suggested.

"I agree." Twilight said, as she flew at their side.

As the league was holding Luthor off, they powered up their magic into their horns and blasted Luthor. Luthor took the attacks and was being forced back, "But how?"

"Maybe physical attacks won't work so much on you, Luthor, but magic is plenty affective." Twilight called him out.

"Your magics combined still fails in comparison to all the changeling magic I've assimilated." Luthor blasted the three with his magic, as they evaded.

Twilight and Cadence flew around blasting at Luthor from above with their magic, while the league and the ponies fought him on ground level to keep him from going airborne.

"Now that we know your weakness, Luthor, you've lost your edge." Batman said, as he jumped Luthor from behind and clung to him.

"I'm not out yet!" Luthor threw Batman over him and onto Flash.

As Twilight and Cadence flea around, Twilight noticed the green gemstone in the enhancer he wore around his neck, "Cadence that gemstone in that device around his neck. That must be where he's channeling all the changeling magic he stole."

"So if we destroy it..." Cadence began.

"He loses the magic." Twilight finished.

"We'll need to concentrate and time it right." Cadence instructed.

The two started charging up their magic and waited to time it right when the gemstone in Lex's enhancer was wide open. Before they could fire their combined magic blast, Luthor looked up and blasted them both with double changeling magic from his palms.

"Twilight! Cadence!" the group called.

Lantern quickly shielded them inside a green bubble from his ring, but even it wasn't strong enough to protect them and shattered. Both princesses were knocked backwards in mid air before regaining altitude.

Luthor turned his focus back to the ponies and the league, "You've been a thorn in my side for far too long. Prepare to get plucked!" he sent his twin magic blasts at them.

"NO!" Twilight cried, as she flew down to help her friends.

"Twilight!" Cadence, Shining, and Spike cried.

Twilight made it in time before the blasts could hit them and all were caught in the attack, "So long Justice League," Luthor looked smug, until a confused look grew on his face, "What?" He saw his magic blasts were negated and could see a magical aura surrounding Twilight and her five friends, "What's going on?" he demanded.

Twilight, her friends, and the league were raised up into the air above Luthor, as Twilight spoke, "You made a big mistake in attacking my friends, Luthor."

"Whoa." Spike gasped.

"Amazing." Shining gasped, as Cadence landed at his side.

"This magic, what is it?" Luthor demanded.

"This is the magic of Friendship, Luthor," Twilight began, "You wouldn't understand how powerful friendship can be, especially our friendship. And when our friendship is combined with the friendship we've forged with the Justice League and the friendship they have with each other, that's more powerful than any magic you could ever take from anypony else!"

"This isn't possible!" Luthor declared in denial.

"But it is, Luthor." Superman answered, "You've lost!"

Their friendship combined emitted a rainbow beam that shot from them at Luthor who screamed, as the Changeling magic was stripped from his body turning him back to normal, as well as his armored suit shattering leaving him only in his black skivvies and green torso plate to reduce his kryptonite caner. When the armor was destroyed the Crystal Heart was freed and Spike caught it.

Luthor looked up and saw the league and their pony friends approach him, with Batman cuffing him. Batman turned to Twilight, "Friendship really is magic." he smiled, making Twilight and her friends smile back.

* * *

They brought Luthor over to Spike, Shining Armor, and Cadence. As Spike hugged Twilight, the princess of magic spoke, "So what's going to happen with you guys now?"

"Once we find a way back home, we'll turn Luthor over to the authorities." Superman answered.

"So what about them?" Flash asked, while motioning to Luthor's former Injustice League.

"We'll make sure they're each turned over to the proper authorities here in Equestria." Cadence answered.

"And them?" Lantern asked, as he motioned to Chrysalis and her changelings who were still too weakened to rise to their hoofs.

"Leave this to us," Twilight said, as she, her friends, Cadence, Spike, and Shining approached the queen, "It hurts doesn't it, Chrysalis?" she began, "Lied, deceived, betrayed, having something you cherish so much taken from you?"

"It's exactly how we felt when you tried to take over Canterlot." Cadence added.

"I-I didn't know it could feel this painful." Chrysalis said, feeling guilty.

"Your magic means as much to you and your changelings just as we and everypony else cherish the love we have for each other." Twilight said.

"We are alike, but you regard our love as mere nourishment," Cadence lectured the queen, "Just as Luthor regarded your own magic as nourishment for himself."

The changeling queen looked up at them with sorrow in her eyes, "I-I'm so sorry. I didn't know losing something so precious meant the same to both of us. I'm sorry." she cried, as a tear fell down her cheek and hit the ground. Suddenly the sections she was lying on started glowing as a magical aura lifted the Changeling queen off the ground.

"What now?" Hawk Girl gasped, thinking the worse hadn't passed yet.

"I don't know." Lantern answered, as they and the Changelings watched the magic surround Chrysalis.

Suddenly she was illuminated by the magic and that very magic washed over the other changelings transforming them. They now looked like regular ponies with different colored coats, tails, manes, and cutie marks, while they had wings that looked like fairy wings the size of an average Pegasi's wings.

The groups saw descending from above them was Chrysalis who underwent a transformation also. She was now an alicorn only her wings were also large version of the fairy wings her subjects now have. Her coat was colored yellow, her mane and tail was hot pink that had that alicorn wave to them, had a pink rose for a cutie mark, and on her head was a crown that resembled a blooming rose. She opened her eyes revealing to now be pink.

She looked at the ponies and Justice League with a warm smile, "Thank you, everypony."

"Chrysalis, is that you?" Twilight asked.

"Not anymore, Twilight Sparkle," she answered, "I am Rosedust; Princess of Flutter Ponies."

"Rosedust?" Rainbow asked in confusion.

"Princess of Flutter Ponies?" Flash asked feeling the same as his pegasus friend.

Twilight and Cadence looked shocked, "You're all really the Flutter Ponies?" Cadence gasped.

Diana looked at Cadence, "Is there something you know?"

"I've read that the Flutter Ponies were once a majestic group of ponies that hailed from another land. They had the ability to blow strong gusts of wind using their wings. But the legend said they vanished without a trace and were presumed extinct." The Princess of Love explained.

Rosedust spoke, "Well, there's an explanation as to how we became the Changelings. A long time ago, our kingdom was invaded by dark forces. Many of my subjects were badly hurt, and we wouldn't be able to hold our own forever. Desperate I pleaded with a dark sorcerer unicorn to give me and all my subjects the power to defeat our enemies."

"He obliged, but warned me that the power he would bestow upon us would have dire consequences. They didn't matter to me if it meant keeping my subjects alive and safe. So he cast a spell on us transforming us into what you knew as Changelings. With our newfound power and abilities of transformation we defeated our enemies, but none of us were the same ever again." she sighed, "Before the transformation was made, he told me the only way to break free from this curse would be if I were to experience sadness as my new resurrected form, but doubted I would because I would feel nothing bu the desire to feed off love, as would my subjects," the girls and League started feeling sorry for her and her subjects, "Until Luthor assimilated our magic my evil self realized how important the magic was to her just as how much your love for each other means to all of you. That was what set us all free from the curse."

One of the former changelings now flutter ponies flew over, "And now that we're no longer plagued by the curse, we can begin anew. Can't we your highness?"

Rosedust smiled, "Of course we can. And I wish to begin anew with all of you. Ponies, Justice League, could you ever forgive me and my subjects for what we've done to you and everypony else?" she asked.

They approached as Twilight offered her hoof, "Of course we can."

"Really, just like that?" Rosedust asked in confusion, "Even after all we've done to you? I tricked your friends into abandoning you, and imprisoned you and Cadence into the caverns below Canterlot. I even attacked and defeated your mentor!"

"You weren't yourself," Cadence spoke up, "None of you were. We know that now. And we'd be willing to forget the horrible past and help you all with a fresh clean start."

Rosedust looked at the two princesses in surprise, before seeing the rest of their friends and the Justice League smiling in confirmation. Rosedust smiled as she put her hoof to Twilight's, and the two princesses hugged. As they did, Shining Armor put the Crystal Heart back in its place giving the empire it's protective shield again

Flash spoke up while looking happy at the princesses, "I might cry."

"Go ahead, we won't judge." Applejack said. Hearing that Flash shed some tears before hugging Pinkie who hugged him back.

"I may throw up." Luthor grumbled.

**(And there's the chapter. Luthor may have had the upper hand, but when their friendships combined it was more than enough to strip him of the changeling magic. And Chrysalis and her subjects have been freed from the curse and are now their real selves. Don't miss next time my friends. The Flutter Ponies are part of the original series, and I decided to incorporate them into it like this. See ya soon.)**


	16. Heroes Remembered

**(And here I am with the finale everyone. I hope you all enjoyed this piece I put together with two of my fave shows.)**

Sometime later in Canterlot, the girls, Spike, and the league were in the castle with Rosedust and the two royal sisters looking up at two new additions to the windows of legends. The first one was of the Mane Six looking above them where Chrysalis and Rosedust were separated form each other, as the Flutter Ponies were flying around them. The second window was of Luthor in the center being defeated with each member of the Justice league forming a ring around him.

Flash looked up at the one for the Justice League smiling, "I wish this could be part of my museum exhibit back home."

"Keep dreaming." Lantern replied.

"It's thanks to all of you for stopping both Luthor and freeing Rosedust and her Flutter Ponies from the curse placed upon them." Celestia explained.

Superman looked to Rosedust, "So, Rosedust, what're you and your Flutter Ponies going to do now?"

"We're going to rebuild our kingdom and make it better than it's ever been." she explained.

"And we'll be more than willing to help you with that." Luna offered.

"Thank you both ever so much." Rosedust smiled.

Celestia and Luna smiled, as the elder sister looked to the heroes, "And now that Luthor is once again in your custody, all that's left is to send you home."

"I'm afraid that's easier said than done." Batman answered.

"We still have no idea how to get back." Hawk Girl said.

"Not to worry, I've managed to dig through my old archives and found the right spell to send you back to your world." Celestia spoke.

"You have?" Flash gasped.

"Correct." she nodded.

"Isn't this great, guys?" Twilight asked, "You can finally go home."

"Best news all day." Superman smiled.

"Best news so far." Pinkie corrected him.

"So far?" J'onn inquired.

"We have us a triple party to throw back in Ponyville!" she cheered.

"Triple party?" Diana asked.

"Yeah, the defeat of Luthor, return of the Flutter Ponies, and your going home party!" Pinkie grinned.

Flash turned to the heroes, "How about it, guys, one last party before we go home?" he asked with a pleading look, as Pinkie gave them one as well.

Batman answered, "We can spare one last party."

"YES!" Flash, the girls, and Spike cheered.

* * *

Later that day in Ponyville, Pinkie's party had started with everyone in Ponyville attending to bid farewell to the Justice League. Among other guests attending included Celestia, Luna, Shining Armor, Cadence, Rosedust, and the Flutter Ponies. Flash was as before playing party games with the kids.

"We're sure gonna miss you, Flash." a filly said.

"Yeah, you're so much fun." a colt said.

"Thanks you guys, but I really have to go back home. A lot of people to protect there. You understand right?" he asked.

"We do."

"So let's make the moment last as long as it can!" Flash declared, and the kids cheered.

Diana was signing autographs for clueless lover boy stallions, "Sign mine, please, Diana?"

"Ok-ok." Diana chuckled, as she signed another.

Hawk Girl approached, "Having fun?"

"Sometimes the best attention is no attention at all." Diana admitted.

Superman and Lantern were enjoying some apple pie courtesy of Applejack and her family, "Delicious as always." Superman said.

"Thanks, fellas." Applejack said.

"When I first tasted your produce it was like I never even tasted an apple before," Lantern admitted, "Won't be able to find one just as good as the ones you and your family make."

"That means a lot, Lantern." Applejack replied.

"It's John." he chuckled.

J'onn was conversing with Twilight and her fellow Princesses, "Aside from earth, this has been by far one of the most intriguing worlds I've ever had the pleasure of knowing."

"Well, we hope your time here has left you with a lot to think about." Celestia said.

"Indeed it has. I shall personally share the experiences I've had here with others I have encountered who need a lesson in friendship." J'onn said.

Batman stood idly by watching everyone, until Discord popped in, "Not one for social gatherings are you?" he asked him.

"Not like this," Batman answered, "I am good with social gatherings, but under different types of circumstances."

"I see," Discord replied, "Well, this is your final moment here in Equestria. Personally, you shouldn't waste it."

Batman took another look and saw how each of his fellow heroes were making the most of their final day in Equestria. At the master of Chao's request he decided to join them, as Discord watched, "That's the spirit, Bruce." he said to himself and winked.

* * *

Soon the party was over, and the ponies stood on opposite side of the Justice League and their captive, "We appreciate all the help you've given us in stopping Luthor." Superman began.

"And for helping us against those others he recruited." Flash added.

"We should be the ones thanking you," Twilight replied, "You've given us a great opportunity to not only converse with a species not native to our land, but you've taught us a few things too."

"We have?" Lantern asked.

"You've taught us about true bravery, and even as things may seem bad justice will prevail." Twilight explained.

"Plus, it was awesome to meet real live superheroes!" Rainbow squeed.

"And make new friends." Pinkie added.

"Not to mention a chance to see such unique styles." Rarity put in.

"Yall are such hard workers like we are," Applejack said, "And I certainly respect that."

"We're certainly lucky to have met you." Fluttershy added.

"And even if you're going we know you won't forget us just like we won't forget you." Spike finished.

"Like we could ever forget a place like this." Superman said.

"And all of Equestria will remember always as how you helped our little ponies save it from one threat and reformed another." Celestia said.

"This calls for a picture!" Pinkie cheered, as she pulled a camera out.

After getting the league gathered with their pony friends, Pinkie started the timer on the camera and ran to take a spot with her friends. When the timer went off the camera took the picture of the whole group. Each group was given a copy of the picture, as Celestia and Luna combined their magic to open a portal.

"I guess this is it, huh?" Twilight asked the League.

"For now at least." Superman answered.

"For now?" Fluttershy asked curiously.

"If you ever need help, look us up." Flash offered.

The two sisters smiled, as Celestia spoke, "We'll keep that in mind."

"May the Gods be with you all!" Diana declared, as the league took Luthor through the portal.

Twilight, Spike, and the girls smiled upon their departure, as Twilight thought, 'Thanks for being our friends.'

* * *

Some time later back in the human world, after Luthor was brought back to jail, the League returned to the Watch Tower. Flash set up the picture of them and their friends in Equestria somewhere so they would all notice, "That was a nice trip we had there." he said.

"Let's just hope none of our other enemies ever find a way there." Lantern said.

"Like any of them would believe in a world of talking ponies coming from a guy like Luthor." Flash chuckled, while Superman and Batman remained silent knowing anything could happen.

Suddenly their monitor sounded, and they went to see J'onn, "What's going on?" Diana asked.

"A robbery in progress," J'onn began, "Culpirts include Cheetah, Copperhead, Grundy, Shade, and Star Sapphire."

"Guess it's back to business." Flash said, with a smile.

"Move out!" Superman ordered, as each of the members rushed to the Javelin while passing by the picture of them and their friends of Equestria.

**(And there you go my friends. I hope you enjoyed reading this as I did writing it. You've been a great audience, and I'll see you all around.)**


End file.
